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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 March 31, 2018
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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 May 2, 2018
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Common Stock, par value $0.01 per share
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31,734,657
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Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2018
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2017
|
||||
Revenue
|
$
|
409.2
|
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$
|
344.5
|
|
Operating expenses:
|
|
|
|
||||
Cost of sales
|
305.6
|
|
|
246.9
|
|
||
Selling, general and administrative expense
|
76.9
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|
|
70.8
|
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||
Research and development expense
|
7.9
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6.3
|
|
||
Restructuring expense
|
12.7
|
|
|
0.4
|
|
||
Other expense (income), net
|
0.2
|
|
|
(0.1
|
)
|
||
Operating income
|
5.9
|
|
|
20.2
|
|
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Other (expense) income, net
|
(0.2
|
)
|
|
0.3
|
|
||
Interest expense, net
|
(3.7
|
)
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|
(3.4
|
)
|
||
Income from continuing operations before income taxes
|
2.0
|
|
|
17.1
|
|
||
Income tax provision (benefit)
|
0.4
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(0.5
|
)
|
||
Income from continuing operations
|
1.6
|
|
|
17.6
|
|
||
Loss from discontinued operations, net of income taxes
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(0.4
|
)
|
|
(0.2
|
)
|
||
Net income
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$
|
1.2
|
|
|
$
|
17.4
|
|
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|
|
||||
Basic earnings per share:
|
|
|
|
||||
Income from continuing operations
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$
|
0.05
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$
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0.59
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Loss from discontinued operations
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(0.01
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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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0.04
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$
|
0.58
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Diluted earnings per share:
|
|
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||||
Income from continuing operations
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$
|
0.05
|
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$
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0.58
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Loss from discontinued operations
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(0.01
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)
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(0.01
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)
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Net income
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$
|
0.04
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$
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0.57
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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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Three Months Ended
March 31, |
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(In millions)
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2018
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2017
|
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Net income
|
$
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1.2
|
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$
|
17.4
|
|
Other comprehensive income
|
|
|
|
||||
Foreign currency translation adjustments
|
2.5
|
|
|
4.3
|
|
||
Pension and other postretirement benefits adjustments, net
of tax of $0.3 and $0.5 for 2018 and 2017, respectively
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1.4
|
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0.8
|
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||
Derivatives designated as hedges, net of tax of $0 and $0.2 for 2018 and 2017, respectively
|
1.1
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|
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0.4
|
|
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Other comprehensive income
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5.0
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|
|
5.5
|
|
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Comprehensive income
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$
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6.2
|
|
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$
|
22.9
|
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March 31, 2018
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|
December 31, 2017
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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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|
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Cash and cash equivalents
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$
|
30.6
|
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$
|
34.0
|
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Trade receivables, net of allowances of $3.3 and $3.2, respectively
|
287.6
|
|
|
316.4
|
|
||
Inventories, net
|
305.4
|
|
|
190.2
|
|
||
Other current assets
|
55.0
|
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|
48.0
|
|
||
Total current assets
|
678.6
|
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|
588.6
|
|
||
Property, plant and equipment, net of accumulated depreciation of
$281.1 and $273.3, respectively
|
242.9
|
|
|
233.0
|
|
||
Goodwill
|
305.7
|
|
|
301.8
|
|
||
Intangible assets, net
|
218.4
|
|
|
216.8
|
|
||
Deferred income taxes
|
14.4
|
|
|
13.1
|
|
||
Other assets
|
38.0
|
|
|
38.1
|
|
||
Total Assets
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$
|
1,498.0
|
|
|
$
|
1,391.4
|
|
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|
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|
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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
|
$
|
8.9
|
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$
|
10.5
|
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Accounts payable, trade and other
|
156.8
|
|
|
157.1
|
|
||
Advance and progress payments
|
245.3
|
|
|
127.6
|
|
||
Other current liabilities
|
132.7
|
|
|
146.2
|
|
||
Total current liabilities
|
543.7
|
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|
441.4
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||
Long-term debt, less current portion
|
407.4
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|
372.7
|
|
||
Accrued pension and other postretirement benefits, less current portion
|
82.7
|
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|
85.9
|
|
||
Other liabilities
|
45.2
|
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|
49.5
|
|
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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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Common stock, $0.01 par value; 120,000,000 shares authorized; March 31, 2018 and December 31, 2017: 31,623,079 issued and 31,577,182 outstanding
|
0.3
|
|
|
0.3
|
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||
Common stock held in treasury, at cost; March 31, 2018 and December 31, 2017: 45,897 shares
|
(4.0
|
)
|
|
(4.0
|
)
|
||
Additional paid-in capital
|
254.6
|
|
|
252.2
|
|
||
Retained earnings
|
303.4
|
|
|
333.7
|
|
||
Accumulated other comprehensive loss
|
(135.3
|
)
|
|
(140.3
|
)
|
||
Total stockholders’ equity
|
419.0
|
|
|
441.9
|
|
||
Total Liabilities and Stockholders
’
Equity
|
$
|
1,498.0
|
|
|
$
|
1,391.4
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Cash flows (required) provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
1.2
|
|
|
$
|
17.4
|
|
Loss from discontinued operations, net
|
0.4
|
|
|
0.2
|
|
||
Income from continuing operations
|
1.6
|
|
|
17.6
|
|
||
Adjustments to reconcile income from continuing operations to cash provided by continuing operating activities:
|
|
|
|
||||
Depreciation and amortization
|
13.7
|
|
|
12.2
|
|
||
Gain on disposal of assets
|
—
|
|
|
(0.4
|
)
|
||
Stock-based compensation
|
2.4
|
|
|
1.8
|
|
||
Pension expense
|
0.7
|
|
|
0.1
|
|
||
Other
|
0.4
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade receivables - billed, net
|
26.5
|
|
|
26.8
|
|
||
Contract assets
|
(26.8
|
)
|
|
(8.3
|
)
|
||
Inventories
|
(1.4
|
)
|
|
(22.8
|
)
|
||
Accounts payable, trade and other
|
(0.1
|
)
|
|
(2.6
|
)
|
||
Advance and progress payments
|
1.6
|
|
|
20.5
|
|
||
Accrued pension and other postretirement benefits, net
|
(4.5
|
)
|
|
(0.4
|
)
|
||
Other assets and liabilities, net
|
(18.2
|
)
|
|
(20.5
|
)
|
||
Cash (required) provided by continuing operating activities
|
(4.1
|
)
|
|
24.0
|
|
||
Cash required by discontinued operating activities
|
(0.6
|
)
|
|
(0.2
|
)
|
||
Cash (required) provided by operating activities
|
(4.7
|
)
|
|
23.8
|
|
||
|
|
|
|
||||
Cash flows required by investing activities:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(18.8
|
)
|
|
(61.0
|
)
|
||
Capital expenditures
|
(10.4
|
)
|
|
(7.9
|
)
|
||
Proceeds from disposal of assets
|
0.2
|
|
|
0.5
|
|
||
Cash required by investing activities
|
(29.0
|
)
|
|
(68.4
|
)
|
||
|
|
|
|
||||
Cash flows provided by financing activities:
|
|
|
|
||||
Net payments on short-term debt
|
(0.1
|
)
|
|
(1.0
|
)
|
||
Proceeds from short-term foreign credit facilities
|
—
|
|
|
1.0
|
|
||
Payments of short-term foreign credit facilities
|
(1.5
|
)
|
|
(0.8
|
)
|
||
Net proceeds (payments) from domestic credit facilities
|
34.7
|
|
|
(117.1
|
)
|
||
Repayment of long-term debt
|
—
|
|
|
(0.5
|
)
|
||
Proceeds from stock issuance, net of stock issuance costs
|
—
|
|
|
184.6
|
|
||
Settlement of taxes withheld on equity compensation awards
|
—
|
|
|
(9.5
|
)
|
||
Dividends
|
(3.2
|
)
|
|
(3.2
|
)
|
||
Cash provided by financing activities
|
29.9
|
|
|
53.5
|
|
||
|
|
|
|
||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
0.4
|
|
|
0.8
|
|
||
|
|
|
|
||||
(Decrease) increase in cash and cash equivalents
|
(3.4
|
)
|
|
9.7
|
|
||
Cash and cash equivalents, beginning of period
|
34.0
|
|
|
33.2
|
|
||
Cash and cash equivalents, end of period
|
$
|
30.6
|
|
|
$
|
42.9
|
|
|
As Reported
|
|
|
|
As Restated
|
||||||
|
December 31, 2017
|
|
Adjustments due to Topic 606
|
|
January 1, 2018
|
||||||
Trade receivables, net of allowance
|
$
|
316.4
|
|
|
$
|
(31.3
|
)
|
|
$
|
285.1
|
|
Inventories
|
190.2
|
|
|
103.6
|
|
|
293.8
|
|
|||
Other current assets
|
48.0
|
|
|
7.0
|
|
|
55.0
|
|
|||
Deferred income taxes
|
$
|
13.1
|
|
|
2.3
|
|
|
$
|
15.4
|
|
|
Total Assets
|
$
|
1,391.4
|
|
|
$
|
81.6
|
|
|
$
|
1,473.0
|
|
|
|
|
|
|
|
||||||
Advance and progress payments
|
127.6
|
|
|
113.1
|
|
|
240.7
|
|
|||
Other current liabilities
|
96.4
|
|
|
(2.3
|
)
|
|
94.1
|
|
|||
Other long-term liabilities
|
49.5
|
|
|
(1.2
|
)
|
|
48.3
|
|
|||
Retained earnings
|
333.7
|
|
|
(28.0
|
)
|
|
305.7
|
|
|||
Total Liabilities and Stockholders' Equity
|
$
|
1,391.4
|
|
|
$
|
81.6
|
|
|
$
|
1,473.0
|
|
|
|
PLF
(1)
|
|
Avure
(2)
|
|
Other
(3)(1)
|
|
Total
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
|
||||||||
Financial assets
|
|
$
|
20.8
|
|
|
$
|
4.3
|
|
|
$
|
11.1
|
|
|
$
|
36.2
|
|
Inventories
|
|
1.0
|
|
|
14.4
|
|
|
9.8
|
|
|
25.2
|
|
||||
Property, plant and equipment
|
|
2.2
|
|
|
4.5
|
|
|
9.9
|
|
|
16.6
|
|
||||
Other intangible assets
(4)
|
|
17.9
|
|
|
20.8
|
|
|
9.7
|
|
|
48.4
|
|
||||
Deferred taxes
|
|
(3.4
|
)
|
|
(3.6
|
)
|
|
(0.7
|
)
|
|
(7.7
|
)
|
||||
Financial liabilities
|
|
(5.5
|
)
|
|
(10.5
|
)
|
|
(9.5
|
)
|
|
(25.5
|
)
|
||||
Total identifiable net assets
|
|
$
|
33.0
|
|
|
$
|
29.9
|
|
|
$
|
30.3
|
|
|
$
|
93.2
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash consideration paid
|
|
$
|
46.1
|
|
|
$
|
58.9
|
|
|
$
|
32.6
|
|
|
$
|
137.6
|
|
Holdback payments due to seller
|
|
5.5
|
|
|
—
|
|
|
1.9
|
|
|
7.4
|
|
||||
Total consideration
|
|
51.6
|
|
|
58.9
|
|
|
34.5
|
|
|
145.0
|
|
||||
Cash acquired
|
|
15.5
|
|
|
—
|
|
|
2.2
|
|
|
17.7
|
|
||||
Net consideration
|
|
$
|
36.1
|
|
|
$
|
58.9
|
|
|
$
|
32.3
|
|
|
$
|
127.3
|
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
|
$
|
18.6
|
|
|
$
|
29.0
|
|
|
$
|
4.2
|
|
|
$
|
51.8
|
|
(1)
|
The purchase accounting for these acquisitions is preliminary. For PLF, AMSS and Schröder the valuation of certain working capital balances, intangibles, income tax balances and residual goodwill related to each 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 March 31, 2018 we had no measurement period adjustments.
|
(2)
|
The purchase accounting for this acquisition is final.
|
(3)
|
Other balances include AMSS and Schröder, which are 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 and PLF have been identified as indefinite-lived intangible assets and will be reviewed annually for impairment.
|
(In millions)
|
JBT FoodTech
|
|
JBT AeroTech
|
|
Total
|
||||||
Balance as of December 31, 2017
|
$
|
290.8
|
|
|
$
|
11.0
|
|
|
$
|
301.8
|
|
Acquisitions
|
1.8
|
|
|
—
|
|
|
1.8
|
|
|||
Currency translation
|
1.9
|
|
|
0.2
|
|
|
2.1
|
|
|||
Balance as of March 31, 2018
|
$
|
294.5
|
|
|
$
|
11.2
|
|
|
$
|
305.7
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
(In millions)
|
Gross carrying amount
|
|
Accumulated amortization
|
|
Gross carrying amount
|
|
Accumulated amortization
|
||||||||
Customer relationships
|
$
|
161.4
|
|
|
$
|
36.8
|
|
|
$
|
158.8
|
|
|
$
|
33.5
|
|
Patents and acquired technology
|
95.6
|
|
|
33.7
|
|
|
92.1
|
|
|
32.1
|
|
||||
Tradenames
|
20.6
|
|
|
9.7
|
|
|
20.0
|
|
|
9.5
|
|
||||
Indefinite lived intangible assets
|
16.1
|
|
|
—
|
|
|
15.9
|
|
|
—
|
|
||||
Other
|
14.6
|
|
|
9.7
|
|
|
14.5
|
|
|
9.4
|
|
||||
Total intangible assets
|
$
|
308.3
|
|
|
$
|
89.9
|
|
|
$
|
301.3
|
|
|
$
|
84.5
|
|
(In millions)
|
March 31, 2018
|
|
December 31, 2017
|
||||
Raw materials
|
$
|
80.8
|
|
|
$
|
72.6
|
|
Work in process
|
166.8
|
|
|
73.7
|
|
||
Finished goods
|
122.3
|
|
|
109.2
|
|
||
Gross inventories before LIFO reserves and valuation adjustments
|
369.9
|
|
|
255.5
|
|
||
LIFO reserves and valuation adjustments
|
(64.5
|
)
|
|
(65.3
|
)
|
||
Inventories, net
|
$
|
305.4
|
|
|
$
|
190.2
|
|
|
Pension Benefits
|
||||||
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Service cost
|
$
|
0.5
|
|
|
$
|
0.4
|
|
Interest cost
|
2.7
|
|
|
2.7
|
|
||
Expected return on plan assets
|
(4.2
|
)
|
|
(4.3
|
)
|
||
Settlement charge
|
0.1
|
|
|
—
|
|
||
Amortization of net actuarial losses
|
1.6
|
|
|
1.3
|
|
||
Net periodic cost
|
$
|
0.7
|
|
|
$
|
0.1
|
|
|
Pension and Other Postretirement Benefits
|
|
Derivatives Designated as Hedges
|
|
Foreign Currency Translation
|
|
Total
|
||||||||
(In millions)
|
|
|
|
|
|
|
|
||||||||
Beginning balance, December 31, 2017
|
$
|
(113.9
|
)
|
|
$
|
1.4
|
|
|
$
|
(27.8
|
)
|
|
$
|
(140.3
|
)
|
Other comprehensive income before reclassification
|
—
|
|
|
1.1
|
|
|
2.5
|
|
|
3.6
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Ending balance, March 31, 2018
|
$
|
(112.5
|
)
|
|
$
|
2.5
|
|
|
$
|
(25.3
|
)
|
|
$
|
(135.3
|
)
|
|
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 (loss) before reclassification
|
—
|
|
|
0.2
|
|
|
4.3
|
|
|
4.5
|
|
||||
Amounts reclassified from accumulated other comprehensive income
|
0.8
|
|
|
0.2
|
|
|
—
|
|
|
1.0
|
|
||||
Ending balance, March 31, 2017
|
$
|
(107.8
|
)
|
|
$
|
0.3
|
|
|
$
|
(44.0
|
)
|
|
$
|
(151.5
|
)
|
|
March 31, 2018
|
||||||
Type of Good or Service
|
FoodTech
|
|
AeroTech
|
||||
Non-recurring
(1)
|
180.6
|
|
|
62.5
|
|
||
Recurring
(1)
|
$
|
123.0
|
|
|
$
|
43.1
|
|
Total
|
$
|
303.6
|
|
|
$
|
105.6
|
|
|
|
|
|
||||
Geographical Region
(2)
|
|
|
|
||||
North America
|
$
|
164.0
|
|
|
$
|
83.8
|
|
Europe, Middle East and Africa
|
76.3
|
|
|
14.1
|
|
||
Asia Pacific
|
40.2
|
|
|
7.0
|
|
||
Latin America
|
23.1
|
|
|
0.7
|
|
||
Total
|
$
|
303.6
|
|
|
$
|
105.6
|
|
|
March 31, 2018
|
||||||
|
Contract assets
|
|
Contract liabilities
|
||||
Balance at beginning of period
|
$
|
39.1
|
|
|
$
|
(109.6
|
)
|
Change due to Topic 606 restatement
|
20.9
|
|
|
(113.1
|
)
|
||
Net revenue recognized prior to billings/cash receipts in the period
|
10.1
|
|
|
(6.7
|
)
|
||
Balance at end of period
|
$
|
70.1
|
|
|
$
|
(229.4
|
)
|
|
|
|
Adjustments
|
|
|
||||||
|
As reported
|
|
Due to
|
|
Balances without
|
||||||
|
March 31, 2018
|
|
Topic 606
|
|
Adoption
|
||||||
Revenue
|
$
|
409.2
|
|
|
$
|
(50.5
|
)
|
|
$
|
334.5
|
|
Cost of sales
|
305.6
|
|
|
(37.5
|
)
|
|
248.3
|
|
|||
Gross profit
|
103.6
|
|
|
(13.0
|
)
|
|
86.2
|
|
|||
Income tax provision (benefit)
|
0.4
|
|
|
(3.3
|
)
|
|
(4.0
|
)
|
|||
Net income
|
$
|
1.2
|
|
|
$
|
(9.7
|
)
|
|
$
|
(11.9
|
)
|
|
|
|
Adjustments
|
|
|
||||||
|
As reported
|
|
Due to
|
|
Balances without
|
||||||
|
March 31, 2018
|
|
Topic 606
|
|
Adoption
|
||||||
Trade receivables, net of allowance
|
287.6
|
|
|
33.6
|
|
|
321.2
|
|
|||
Inventories
|
305.4
|
|
|
(75.9
|
)
|
|
229.5
|
|
|||
Other current assets
|
55.0
|
|
|
(7.8
|
)
|
|
47.2
|
|
|||
Deferred income taxes
|
14.4
|
|
|
(1.8
|
)
|
|
12.6
|
|
|||
Total Assets
|
$
|
1,498.0
|
|
|
$
|
(51.9
|
)
|
|
$
|
1,446.1
|
|
|
|
|
|
|
|
||||||
Accounts payable, trade and other
|
156.8
|
|
|
(2.2
|
)
|
|
154.6
|
|
|||
Advance and progress payments
|
245.3
|
|
|
(68.0
|
)
|
|
177.3
|
|
|||
Other current liabilities
|
132.7
|
|
|
(1.8
|
)
|
|
130.9
|
|
|||
Other liabilities
|
45.2
|
|
|
1.8
|
|
|
47.0
|
|
|||
Retained earnings
|
303.4
|
|
|
18.3
|
|
|
321.7
|
|
|||
Total Liabilities and stockholders' equity
|
$
|
1,498.0
|
|
|
$
|
(51.9
|
)
|
|
$
|
1,446.1
|
|
|
Three Months Ended
March 31, |
||||||
(In millions, except per share data)
|
2018
|
|
2017
|
||||
Basic earnings per share:
|
|
|
|
||||
Income from continuing operations
|
$
|
1.6
|
|
|
$
|
17.6
|
|
Weighted average number of shares outstanding
|
31.9
|
|
|
30.0
|
|
||
Basic earnings per share from continuing operations
|
$
|
0.05
|
|
|
$
|
0.59
|
|
Diluted earnings per share:
|
|
|
|
||||
Income from continuing operations
|
$
|
1.6
|
|
|
$
|
17.6
|
|
Weighted average number of shares outstanding
|
31.9
|
|
|
30.0
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Restricted stock
|
0.5
|
|
|
0.4
|
|
||
Total shares and dilutive securities
|
32.4
|
|
|
30.4
|
|
||
Diluted earnings per share from continuing operations
|
$
|
0.05
|
|
|
$
|
0.58
|
|
•
|
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 March 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||||||||||
(In millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investments
|
$
|
13.4
|
|
|
$
|
13.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.1
|
|
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives
|
6.5
|
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
||||||||
Total assets
|
$
|
19.9
|
|
|
$
|
13.4
|
|
|
$
|
6.5
|
|
|
$
|
—
|
|
|
$
|
18.3
|
|
|
$
|
13.1
|
|
|
$
|
5.2
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Derivatives
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
—
|
|
|
As of March 31, 2018
|
|
As of December 31, 2017
|
||||||||||||
(In millions)
|
Carrying Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Estimated Fair Value
|
||||||||
Revolving credit facility, expires February 10, 2020
|
$
|
266.9
|
|
|
$
|
266.9
|
|
|
$
|
230.5
|
|
|
$
|
230.5
|
|
Term loan due February 10, 2020
|
148.1
|
|
|
148.1
|
|
|
150.0
|
|
|
150.0
|
|
||||
Foreign credit facilities
|
1.3
|
|
|
1.3
|
|
|
2.7
|
|
|
2.7
|
|
||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
14.5
|
|
|
$
|
14.5
|
|
Expense for new warranties
|
3.4
|
|
|
2.5
|
|
||
Adjustments to existing accruals
|
(0.7
|
)
|
|
0.4
|
|
||
Claims paid
|
(3.2
|
)
|
|
(3.5
|
)
|
||
Added through acquisition
|
0.2
|
|
|
1.7
|
|
||
Translation
|
0.1
|
|
|
0.1
|
|
||
Balance at end of period
|
$
|
14.3
|
|
|
$
|
15.7
|
|
|
As of March 31, 2018
|
|
As of December 31, 2017
|
||||||||||||
(In millions)
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
Other current assets / liabilities
|
$
|
3.7
|
|
|
$
|
8.9
|
|
|
$
|
3.3
|
|
|
$
|
5.7
|
|
(In millions)
|
As of March 31, 2018
|
||||||||||||||||||
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
|
$
|
6.5
|
|
|
$
|
—
|
|
|
$
|
6.5
|
|
|
$
|
(2.5
|
)
|
|
$
|
4.0
|
|
(In millions)
|
As of March 31, 2018
|
||||||||||||||||||
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
|
$
|
8.7
|
|
|
$
|
—
|
|
|
$
|
8.7
|
|
|
$
|
(2.5
|
)
|
|
$
|
6.2
|
|
(In millions)
|
As of December 31, 2017
|
||||||||||||||||||
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
|
$
|
5.2
|
|
|
$
|
—
|
|
|
$
|
5.2
|
|
|
$
|
(1.3
|
)
|
|
$
|
3.9
|
|
(In millions)
|
As of December 31, 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
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
5.5
|
|
|
$
|
(1.3
|
)
|
|
$
|
4.2
|
|
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
March 31, |
||||||
(In millions)
|
|
|
|
2018
|
|
2017
|
||||
Foreign exchange contracts
|
|
Revenue
|
|
$
|
(1.7
|
)
|
|
$
|
0.1
|
|
Foreign exchange contracts
|
|
Cost of sales
|
|
0.6
|
|
|
(0.1
|
)
|
||
Foreign exchange contracts
|
|
Other expense (income), net
|
|
0.1
|
|
|
0.2
|
|
||
Total
|
|
|
|
(1.0
|
)
|
|
0.2
|
|
||
Remeasurement of assets and liabilities in foreign currencies
|
|
|
|
0.1
|
|
|
(0.3
|
)
|
||
Net loss on foreign currency transactions
|
|
|
|
$
|
(0.9
|
)
|
|
$
|
(0.1
|
)
|
|
Three Months Ended
March 31, |
||||||
(In millions)
|
2018
|
|
2017
|
||||
Revenue:
|
|
|
|
||||
JBT FoodTech
|
$
|
303.6
|
|
|
$
|
241.6
|
|
JBT AeroTech
|
105.6
|
|
|
102.9
|
|
||
Total revenue
|
$
|
409.2
|
|
|
$
|
344.5
|
|
|
|
|
|
||||
Income before income taxes
|
|
|
|
||||
Segment operating profit:
|
|
|
|
||||
JBT FoodTech
|
$
|
21.5
|
|
|
$
|
20.5
|
|
JBT AeroTech
|
7.9
|
|
|
9.6
|
|
||
Total segment operating profit
|
29.4
|
|
|
30.1
|
|
||
Corporate items:
|
|
|
|
||||
Corporate expense
(1)
|
(10.8
|
)
|
|
(9.5
|
)
|
||
Restructuring expense
(2)
|
(12.7
|
)
|
|
(0.4
|
)
|
||
Operating income
|
5.9
|
|
|
20.2
|
|
||
|
|
|
|
||||
Other (expense) income, net
(3)
|
(0.2
|
)
|
|
0.3
|
|
||
Net interest expense
|
(3.7
|
)
|
|
(3.4
|
)
|
||
Income from continuing operations before income taxes
|
$
|
2.0
|
|
|
$
|
17.1
|
|
(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.
|
(3)
|
Other (expense) income, net represents other components of net benefit costs other than service costs required to be presented outside of income from operations.
|
|
|
|
|
|
|
|
|
|
Impact to Earnings
|
|
|
|
|
|||||||||||
(In millions)
|
Balance as of
December 31, 2017 |
|
Charged to
Earnings
|
|
Release of Liability
|
|
Payments Made
|
|
Balance as of
March 31, 2018 |
|||||||||
Severance and related expense
|
$
|
3.2
|
|
|
$
|
11.0
|
|
|
$
|
(1.7
|
)
|
|
$
|
(0.8
|
)
|
|
11.7
|
|
Other
|
—
|
|
|
3.4
|
|
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
||||
Total
|
$
|
3.2
|
|
|
$
|
14.4
|
|
|
$
|
(1.7
|
)
|
|
$
|
(4.2
|
)
|
|
11.7
|
|
•
|
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 offering and 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 March 31,
|
||||||
(In millions, except per share data)
|
2018
|
|
2017
|
||||
Income from continuing operations as reported
|
$
|
1.6
|
|
|
$
|
17.6
|
|
|
|
|
|
||||
Non-GAAP adjustments:
|
|
|
|
||||
Restructuring expense
|
12.7
|
|
|
0.4
|
|
||
Impact on tax provision from Non-GAAP adjustments
(1)
|
(3.2
|
)
|
|
(0.1
|
)
|
||
Adjusted income from continuing operations
|
$
|
11.1
|
|
|
$
|
17.9
|
|
|
|
|
|
||||
Income from continuing operations as reported
|
$
|
1.6
|
|
|
$
|
17.6
|
|
Total shares and dilutive securities
|
32.4
|
|
|
30.4
|
|
||
Diluted earnings per share from continuing operations
|
$
|
0.05
|
|
|
$
|
0.58
|
|
|
|
|
|
||||
Adjusted income from continuing operations
|
$
|
11.1
|
|
|
$
|
17.9
|
|
Total shares and dilutive securities
|
32.4
|
|
|
30.4
|
|
||
Adjusted diluted earnings per share from continuing operations
|
$
|
0.34
|
|
|
$
|
0.59
|
|
|
Three Months Ended March 31,
|
||||||
(In millions)
|
2018
|
|
2017
|
||||
Net income
|
$
|
1.2
|
|
|
$
|
17.4
|
|
Loss from discontinued operations, net of taxes
|
(0.4
|
)
|
|
(0.2
|
)
|
||
Income from continuing operations as reported
|
1.6
|
|
|
17.6
|
|
||
Provision for income taxes
|
0.4
|
|
|
(0.5
|
)
|
||
Net interest expense
|
3.7
|
|
|
3.4
|
|
||
Depreciation and amortization
|
13.7
|
|
|
12.2
|
|
||
EBITDA
|
19.4
|
|
|
32.7
|
|
||
|
|
|
|
||||
Restructuring expense
|
12.7
|
|
|
0.4
|
|
||
Adjusted EBITDA
|
$
|
32.1
|
|
|
$
|
33.1
|
|
|
Three Months Ended March 31,
|
|
Favorable/(Unfavorable)
|
||||||||
(In millions, except %)
|
2018
|
|
2017
|
|
$/%
|
||||||
Revenue
|
$
|
409.2
|
|
|
$
|
344.5
|
|
|
$
|
64.7
|
|
Cost of sales
|
305.6
|
|
|
246.9
|
|
|
(58.7
|
)
|
|||
Gross profit
|
103.6
|
|
|
97.6
|
|
|
6.0
|
|
|||
Gross profit %
|
25.3
|
%
|
|
28.3
|
%
|
|
(3.0
|
)%
|
|||
Selling, general and administrative expense
|
76.9
|
|
|
70.8
|
|
|
(6.1
|
)
|
|||
Research and development expense
|
7.9
|
|
|
6.3
|
|
|
(1.6
|
)
|
|||
Restructuring expense
|
12.7
|
|
|
0.4
|
|
|
(12.3
|
)
|
|||
Other (income) expense, net
|
0.2
|
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|||
Operating income
|
5.9
|
|
|
20.2
|
|
|
(14.3
|
)
|
|||
Operating income %
|
1.4
|
%
|
|
5.9
|
%
|
|
(4.4
|
)%
|
|||
Other (expense) income, net
|
(0.2
|
)
|
|
0.3
|
|
|
(0.5
|
)
|
|||
Interest expense, net
|
(3.7
|
)
|
|
(3.4
|
)
|
|
(0.3
|
)
|
|||
Income from continuing operations before income taxes
|
2.0
|
|
|
17.1
|
|
|
(15.1
|
)
|
|||
Provision for income taxes
|
0.4
|
|
|
(0.5
|
)
|
|
(0.9
|
)
|
|||
Income from continuing operations
|
1.6
|
|
|
17.6
|
|
|
(16.0
|
)
|
|||
Loss from discontinued operations, net
|
$
|
(0.4
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
Net income
|
1.2
|
|
|
17.4
|
|
|
(16.2
|
)
|
•
|
Gross profit margin decreased
3.0%
to
25.3%
compared to
28.3%
in the same period last year. This decrease was the result of higher installation costs from execution of projects, weaker product mix and some locational operational inefficiencies that had an outsized effect on the seasonally low first quarter. The profit margin erosion was offset by higher overall volumes to generate higher gross profit dollars.
|
•
|
Selling, general and administrative expense increased in dollars but declined as a percentage of revenue due to the increased revenue resulting from the new revenue recognition rules. Absent this revenue increase, SG&A as a percent of revenues increased 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 (excluding impact of the new revenue recognition rules), these expenses have increased to 2.2% compared to 1.8% in the same period last year as R&D expenses increased at a faster pace.
|
•
|
Restructuring expense increased
$12.3 million
. In the current quarter we recorded restructuring expense of $12.7 million in connection with our 2018 restructuring plan to realign portions of JBT businesses across the globe and improve processes.
|
•
|
Other (income) expense, net decreased by
$0.3 million
due to higher acquisition costs in the quarter.
|
•
|
Currency translation did not have a significant impact on our operating income comparative results.
|
|
Three Months Ended March 31,
|
|
Favorable/(Unfavorable)
|
||||||||
(In millions, except %)
|
2018
|
|
2017
|
|
$
|
||||||
Revenue:
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
303.6
|
|
|
$
|
241.6
|
|
|
$
|
62.0
|
|
JBT AeroTech
|
105.6
|
|
|
102.9
|
|
|
2.7
|
|
|||
Total revenue
|
$
|
409.2
|
|
|
$
|
344.5
|
|
|
$
|
64.7
|
|
|
|
|
|
|
|
||||||
Operating income before income taxes
|
|
|
|
|
|
||||||
Segment operating profit
(1)(2)
:
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
21.5
|
|
|
$
|
20.5
|
|
|
$
|
1.0
|
|
JBT FoodTech segment operating profit %
|
7.1
|
%
|
|
8.5
|
%
|
|
(1.4
|
)%
|
|||
JBT AeroTech
|
7.9
|
|
|
9.6
|
|
|
(1.7
|
)
|
|||
JBT AeroTech segment operating profit %
|
7.5
|
%
|
|
9.3
|
%
|
|
(1.8
|
)%
|
|||
Total segment operating profit
|
29.4
|
|
|
30.1
|
|
|
(0.7
|
)
|
|||
Total segment operating profit %
|
7.2
|
%
|
|
8.7
|
%
|
|
(1.6
|
)%
|
|||
Corporate items:
|
|
|
|
|
|
||||||
Corporate expense
|
(10.8
|
)
|
|
(9.5
|
)
|
|
(1.3
|
)
|
|||
Restructuring expense
|
(12.7
|
)
|
|
(0.4
|
)
|
|
(12.3
|
)
|
|||
Operating income
|
$
|
5.9
|
|
|
$
|
20.2
|
|
|
$
|
(14.3
|
)
|
Operating income %
|
1.4
|
%
|
|
5.9
|
%
|
|
(4.4
|
)%
|
|||
|
|
|
|
|
|
||||||
Inbound orders:
(3)
|
|
|
|
|
|
||||||
JBT FoodTech
|
$
|
320.7
|
|
|
$
|
317.9
|
|
|
|
||
JBT AeroTech
|
121.3
|
|
|
86.3
|
|
|
|
||||
Intercompany eliminations/other
|
—
|
|
|
0.1
|
|
|
|
||||
Total inbound orders
|
$
|
442.0
|
|
|
$
|
404.3
|
|
|
|
(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.
|
(3)
|
Inbound orders are not impacted by the adoption of Topic 606.
|
|
|
|
|
|
(In millions)
|
2018
|
|
2017
|
||||
Cash provided by continuing operating activities
|
$
|
(4.1
|
)
|
|
$
|
24.0
|
|
Cash required by investing activities
|
(29.0
|
)
|
|
(68.4
|
)
|
||
Cash provided by financing activities
|
29.9
|
|
|
53.5
|
|
||
Net cash required by discontinued operations
|
(0.6
|
)
|
|
(0.2
|
)
|
||
Effect of foreign exchange rate changes on cash and cash equivalents
|
0.4
|
|
|
0.8
|
|
||
Increase (decrease) in cash and cash equivalents
|
$
|
(3.4
|
)
|
|
$
|
9.7
|
|
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
|
||||||
January 1, 2018 through January 31, 2018
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
20.7
|
|
February 1, 2018 through February 28, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.7
|
|
||
March 1, 2018 through March 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20.7
|
|
||
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
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, 2017
, 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)
|
|
JOHN BEAN TECHNOLOGIES CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Brian A. Deck
|
|
Name:
|
Brian A. Deck
|
|
Title:
|
Executive Vice President and
Chief Financial 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/ 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
March 31, 2018
, 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
March 31, 2018
, 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)
|