x
|
Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
|
¨
|
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
|
Delaware
|
91-1650317
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
200
East Randolph Drive, Chicago, Illinois
|
60601
|
(Address
of principal executive offices)
|
(Zip
code)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Non-accelerated
filer
|
x
|
Smaller reporting company
|
¨
|
Class
|
Outstanding
at November 1, 2009
|
|
Common
Stock, par value $0.01 per share
|
27,611,193
|
ITEM 1.
|
FINANCIAL
STATEMENTS
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenue
|
$ | 196.4 | $ | 256.6 | $ | 595.6 | $ | 793.6 | ||||||||
Costs
and expenses:
|
||||||||||||||||
Cost
of sales
|
142.4 | 195.2 | 435.7 | 602.6 | ||||||||||||
Selling,
general and administrative expense
|
36.4 | 37.8 | 109.2 | 118.0 | ||||||||||||
Research
and development expense
|
3.9 | 5.0 | 12.4 | 16.8 | ||||||||||||
Total
costs and expenses
|
182.7 | 238.0 | 557.3 | 737.4 | ||||||||||||
Other
income (expense), net
|
1.0 | (4.0 | ) | 1.9 | (3.0 | ) | ||||||||||
Net
interest expense
|
(2.1 | ) | (1.5 | ) | (6.6 | ) | (1.2 | ) | ||||||||
Income
from continuing operations before income taxes
|
12.6 | 13.1 | 33.6 | 52.0 | ||||||||||||
Provision
for income taxes
|
4.2 | 4.3 | 11.4 | 18.2 | ||||||||||||
Income
from continuing operations
|
8.4 | 8.8 | 22.2 | 33.8 | ||||||||||||
(Loss)
income from discontinued operations, net of taxes
|
(0.1 | ) | - | (0.1 | ) | 0.3 | ||||||||||
Net
income
|
$ | 8.3 | $ | 8.8 | $ | 22.1 | $ | 34.1 | ||||||||
Basic
earnings per share:
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.30 | $ | 0.32 | $ | 0.80 | $ | 1.23 | ||||||||
Income
from discontinued operations
|
- | - | - | 0.01 | ||||||||||||
Basic
earnings per share
|
$ | 0.30 | $ | 0.32 | $ | 0.80 | $ | 1.24 | ||||||||
Diluted
earnings per share:
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.29 | $ | 0.31 | $ | 0.78 | $ | 1.22 | ||||||||
Income
from discontinued operations
|
- | - | - | 0.01 | ||||||||||||
Diluted
earnings per share
|
$ | 0.29 | $ | 0.31 | $ | 0.78 | $ | 1.23 | ||||||||
Weighted
average shares outstanding:
|
||||||||||||||||
Basic
|
27.7 | 27.5 | 27.6 | 27.5 | ||||||||||||
Diluted
|
28.7 | 28.1 | 28.5 | 27.7 |
September
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
Assets:
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 12.7 | $ | 43.6 | ||||
Trade
receivables, net of allowances of $5.5 and $5.0,
respectively
|
121.5 | 159.0 | ||||||
Inventories
|
143.4 | 123.0 | ||||||
Other
current assets
|
38.5 | 31.4 | ||||||
Total
current assets
|
316.1 | 357.0 | ||||||
Property,
plant and equipment, net of accumulated depreciation of
$218.2
|
||||||||
and
$197.0, respectively
|
126.7 | 119.7 | ||||||
Other
assets
|
108.5 | 114.6 | ||||||
Total
Assets
|
$ | 551.3 | $ | 591.3 | ||||
Liabilities
and Stockholders' Equity:
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable, trade and other
|
$ | 64.8 | $ | 67.2 | ||||
Advance
and progress payments
|
83.4 | 92.9 | ||||||
Other
current liabilities
|
92.4 | 104.3 | ||||||
Total
current liabilities
|
240.6 | 264.4 | ||||||
Long-term
debt, less current portion
|
145.0 | 185.0 | ||||||
Accrued
pension and other postretirement benefits, less current
portion
|
83.3 | 118.3 | ||||||
Other
liabilities
|
36.8 | 32.4 | ||||||
Stockholders'
equity:
|
||||||||
Preferred
stock, $0.01 par value; 20,000,000 shares authorized; no
shares
|
||||||||
issued
|
- | - | ||||||
Common
stock, $0.01 par value; 120,000,000 shares authorized;
|
||||||||
2009:
27,663,335 issued and 27,611,193 outstanding;
2008:
27,594,664 issued and 27,539,510 outstanding
|
0.3 | 0.3 | ||||||
Common
stock held in treasury, at cost;
|
||||||||
2009:
52,142 shares;
2008:
55,154 shares
|
(0.7 | ) | (0.8 | ) | ||||
Additional
paid-in capital
|
51.2 | 41.9 | ||||||
Retained
earnings
|
36.0 | 20.2 | ||||||
Accumulated
other comprehensive loss
|
(41.2 | ) | (70.4 | ) | ||||
Total
stockholders' equity (deficit)
|
45.6 | (8.8 | ) | |||||
Total
Liabilities and Stockholders' Equity
|
$ | 551.3 | $ | 591.3 |
Nine
Months Ended
|
||||||||
September
30,
|
||||||||
2009
|
2008
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
income
|
$ | 22.1 | $ | 34.1 | ||||
Income
(loss) from discontinued operations, net of income taxes
|
0.1 | (0.3 | ) | |||||
Income
from continuing operations
|
22.2 | 33.8 | ||||||
Adjustments
to reconcile income from continuing operations to cash
|
||||||||
provided
(required) by operating activities of continuing
operations:
|
||||||||
Depreciation
and amortization
|
16.5 | 19.5 | ||||||
Stock-based
compensation
|
5.9 | 6.4 | ||||||
Other
|
1.5 | - | ||||||
Changes
in operating assets and liabilities, net of effects of
acquisitions:
|
||||||||
Trade
receivables, net
|
40.1 | 12.4 | ||||||
Inventories
|
(12.0 | ) | 5.3 | |||||
Accounts
payable, trade and other
|
(4.9 | ) | (22.9 | ) | ||||
Advance
payments and progress billings
|
(10.2 | ) | 7.9 | |||||
Accrued
pension and other postretirement benefits, net
|
(12.1 | ) | 2.0 | |||||
Other
assets and liabilities, net
|
(13.8 | ) | 5.7 | |||||
Cash
provided by continuing operating activities
|
33.2 | 70.1 | ||||||
Net
cash required by discontinued operating activities
|
- | (0.1 | ) | |||||
Cash
provided by operating activities
|
33.2 | 70.0 | ||||||
Cash
Flows From Investing Activities:
|
||||||||
Acquisitions
|
(6.7 | ) | (4.5 | ) | ||||
Capital
expenditures
|
(14.5 | ) | (16.6 | ) | ||||
Proceeds
from disposal of assets
|
1.2 | 1.8 | ||||||
Other
|
- | 0.6 | ||||||
Cash
required by continuing investing activities
|
(20.0 | ) | (18.7 | ) | ||||
Cash
provided by discontinued investing activities
|
- | 0.7 | ||||||
Cash
required by investing activities
|
(20.0 | ) | (18.0 | ) | ||||
Cash
Flows From Financing Activities:
|
||||||||
Net
(payments on) proceeds from credit facilities
|
(40.0 | ) | 64.6 | |||||
Issuance
of long-term debt
|
- | 75.0 | ||||||
Distributions
to former parent, net
|
- | (169.2 | ) | |||||
Purchase
of stock held in treasury
|
- | (0.7 | ) | |||||
Dividends
paid
|
(5.8 | ) | - | |||||
Other
|
0.1 | - | ||||||
Cash
required by financing activities
|
(45.7 | ) | (30.3 | ) | ||||
Effect
of foreign exchange rate changes on cash and cash
equivalents
|
1.6 | (0.1 | ) | |||||
(Decrease)
increase in cash and cash equivalents
|
(30.9 | ) | 21.6 | |||||
Cash
and cash equivalents, beginning of period
|
43.6 | 9.5 | ||||||
Cash
and cash equivalents, end of period
|
$ | 12.7 | $ | 31.1 |
September
30,
|
December
31,
|
|||||||
(In
millions)
|
2009
|
2008
|
||||||
Raw
materials
|
$ | 68.6 | $ | 71.9 | ||||
Work
in process
|
55.4 | 41.2 | ||||||
Finished
goods
|
75.1 | 64.9 | ||||||
Gross
inventories before LIFO reserves and valuation adjustments
|
199.1 | 178.0 | ||||||
LIFO
reserves and valuation adjustments
|
(55.7 | ) | (55.0 | ) | ||||
Net
inventories
|
$ | 143.4 | $ | 123.0 |
September
30,
|
December
31,
|
|||||||
(In
millions)
|
2009
|
2008
|
||||||
JBT
FoodTech
|
$ | 20.2 | $ | 18.7 | ||||
JBT
AeroTech
|
8.1 | 8.0 | ||||||
Total
goodwill
|
$ | 28.3 | $ | 26.7 |
September
30, 2009
|
December
31, 2008
|
|||||||||||||||
Gross
carrying amount
|
Accumulated
amortization
|
Gross
carrying amount
|
Accumulated
amortization
|
|||||||||||||
Customer
lists
|
$ | 16.9 | 7.2 | $ | 14.5 | 6.6 | ||||||||||
Patents
and acquired technology
|
24.8 | 23.4 | 23.3 | 21.9 | ||||||||||||
Trademarks
|
15.5 | 5.8 | 14.2 | 5.4 | ||||||||||||
Other
|
1.3 | 0.7 | 1.9 | 1.4 | ||||||||||||
Total
intangible assets
|
$ | 58.5 | 37.1 | $ | 53.9 | 35.3 |
September
30,
|
December
31,
|
|||||||
(In
millions)
|
2009
|
2008
|
||||||
6.66%
senior unsecured notes due July 31, 2015
|
$ | 75.0 | $ | 75.0 | ||||
Revolving
credit facility
|
70.0 | 110.0 | ||||||
Other
|
0.5 | 0.6 | ||||||
Total
long-term debt
|
145.5 | 185.6 | ||||||
Less:
current portion
|
(0.5 | ) | (0.6 | ) | ||||
Long-term
debt, less current portion
|
$ | 145.0 | $ | 185.0 |
Pension
Benefits
|
||||||||||||||||
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(In
millions)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Service
cost
|
$ | 2.1 | $ | 2.0 | $ | 6.3 | $ | 2.5 | ||||||||
Interest
cost
|
3.7 | 3.7 | 11.2 | 4.4 | ||||||||||||
Expected
return on assets
|
(4.4 | ) | (4.5 | ) | (13.1 | ) | (4.8 | ) | ||||||||
Amortization
of prior service benefit
|
- | - | (0.1 | ) | - | |||||||||||
Amortization
of actuarial losses, net
|
0.6 | 0.1 | 1.8 | 0.2 | ||||||||||||
Curtailment
gain
|
(0.8 | ) | - | (0.8 | ) | - | ||||||||||
Settlement
cost
|
0.1 | - | 0.5 | - | ||||||||||||
Net
periodic benefit cost
|
$ | 1.3 | $ | 1.3 | $ | 5.8 | $ | 2.3 |
Other
Postretirement Benefits
|
||||||||||||||||
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(In
millions)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Service
cost
|
$ | - | $ | 0.1 | $ | 0.1 | $ | 0.1 | ||||||||
Interest
cost
|
0.1 | 0.1 | 0.3 | 0.1 | ||||||||||||
Amortization
of prior service benefit
|
(0.1 | ) | (0.3 | ) | (0.6 | ) | (0.3 | ) | ||||||||
Net
periodic benefit cost
|
$ | - | $ | (0.1 | ) | $ | (0.2 | ) | $ | (0.1 | ) |
Weighted-Average
|
|||||
Grant-Date
|
|||||
Shares
|
Fair
Value
|
||||
Time-based
|
339,781
|
||||
Performance-based
|
97,515
|
* | |||
Granted
during the nine months ended September 30, 2009
|
437,296
|
$
|
10.96
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(In
millions)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Balance
at beginning of period
|
$ | 7.4 | $ | 13.2 | $ | 9.8 | $ | 12.3 | ||||||||
Expense
for new warranties
|
1.9 | 1.5 | 6.4 | 8.3 | ||||||||||||
Adjustments
to existing accruals
|
0.2 | (1.9 | ) | (0.3 | ) | (1.7 | ) | |||||||||
Claims
paid
|
(2.8 | ) | (2.6 | ) | (9.2 | ) | (8.7 | ) | ||||||||
Balance
at end of period
|
$ | 6.7 | $ | 10.2 | $ | 6.7 | $ | 10.2 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(In
millions, except per share data)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Basic
earnings per share:
|
||||||||||||||||
Income
from continuing operations
|
$ | 8.4 | $ | 8.8 | $ | 22.2 | $ | 33.8 | ||||||||
Weighted
average number of shares outstanding
|
27.7 | 27.5 | 27.6 | 27.5 | ||||||||||||
Basic
earnings per share from continuing operations
|
$ | 0.30 | $ | 0.32 | $ | 0.80 | $ | 1.23 | ||||||||
Diluted
earnings per share:
|
||||||||||||||||
Income
from continuing operations
|
$ | 8.4 | $ | 8.8 | $ | 22.2 | $ | 33.8 | ||||||||
Weighted
average number of shares outstanding
|
27.7 | 27.5 | 27.6 | 27.5 | ||||||||||||
Effect
of dilutive securities:
|
||||||||||||||||
Options
on common stock
|
- | 0.1 | 0.1 | - | ||||||||||||
Restricted
stock
|
1.0 | 0.5 | 0.8 | 0.2 | ||||||||||||
Total
shares and dilutive securities
|
28.7 | 28.1 | 28.5 | 27.7 | ||||||||||||
Diluted
earnings per share from continuing operations
|
$ | 0.29 | $ | 0.31 | $ | 0.78 | $ | 1.22 |
Net
Total
|
|||||
(In
millions)
|
Buy
|
Sell
|
Buy
(Sell)
|
||
Swedish
Krona
|
87.1
|
(39.6)
|
47.5
|
||
U.S.
Dollar
|
68.2
|
(49.2)
|
19.0
|
||
Brazilian
Real
|
52.8
|
(1.3)
|
51.5
|
||
British
Pound
|
10.6
|
(1.6)
|
9.0
|
||
Euro
|
8.8
|
(0.6)
|
8.2
|
||
Japanese
Yen
|
2.3
|
(0.4)
|
1.9
|
||
South
African Rand
|
-
|
(1.8)
|
(1.8)
|
||
Australian
Dollar
|
0.2
|
(0.5)
|
(0.3)
|
Asset
Derivatives
|
Liability
Derivatives
|
|||||||||
(In
millions)
|
Balance
Sheet Location
|
Fair
Value
|
Balance
Sheet Location
|
Fair
Value
|
||||||
Derivatives
designated as hedging
|
||||||||||
instruments
under FAS 133
|
||||||||||
Interest
rate swap contract
|
Other
current assets
|
$ | - |
Other
current liabilities
|
$ | 0.3 | ||||
Interest
rate swap contract
|
Other
assets
|
- |
Other
liabilities
|
1.2 | ||||||
Foreign
exchange contracts
|
Other
current assets
|
0.1 |
Other
current liabilities
|
0.5 | ||||||
Foreign
exchange contracts
|
Other
assets
|
- |
Other
liabilities
|
0.1 | ||||||
Total
derivatives designated as
|
||||||||||
hedging
instruments under FAS 133
|
0.1 | 2.1 | ||||||||
Derivatives
not designated as hedging
|
||||||||||
instruments
under FAS 133
|
||||||||||
Foreign
exchange contracts
|
Other
current assets
|
8.1 |
Other
current liabilities
|
7.7 | ||||||
Foreign
exchange contracts
|
Other
assets
|
0.8 |
Other
liabilities
|
2.2 | ||||||
Total
derivatives not designated as
|
||||||||||
hedging
instruments under FAS 133
|
8.9 | 9.9 | ||||||||
Total
derivatives
|
$ | 9.0 | $ | 12.0 |
Derivatives
designated as cash flow hedges
|
Amount
of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives
(1)
|
Location
of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
into Income
|
Amount
of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
into Income (1)
|
||||||
Interest
rate swap contract
|
$ | (0.3 | ) |
Net
interest expense
|
$ | (0.4 | ) | ||
Foreign
exchange contracts
|
(0.4 | ) |
Revenue
|
- | |||||
Total
derivatives designated as
cash flow hedges
|
$ | (0.7 | ) | $ | (0.4 | ) |
|
(1)
|
For
the three month period ended September 30, 2009, we recorded in other
income, net an immaterial amount of ineffectiveness from cash flow
hedges.
|
Derivatives
not designated as hedging instruments under FAS 133
|
Location
of Gain (Loss) Recognized in Income on Derivatives
|
Amount
of Gain (Loss) Recognized in Income on Derivatives
|
||||
Foreign
exchange contracts
|
Revenue
|
$ | 6.2 | |||
Foreign
exchange contracts
|
Cost
of sales
|
(0.4 | ) | |||
Total
|
$ | 5.8 |
Derivatives
designated as cash flow hedges
|
Amount
of Gain (Loss) Recognized in Other Comprehensive Income on Derivatives
(1)
|
Location
of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
into Income
|
Amount
of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income
into Income (1)
|
||||||
Interest
rate swap contract
|
$ | (0.6 | ) |
Net
interest expense
|
$ | (0.9 | ) | ||
Foreign
exchange contracts
|
0.2 |
Revenue
|
(1.1 | ) | |||||
Total
derivatives designated as
cash flow hedges
|
$ | (0.4 | ) | $ | (2.0 | ) |
|
(1)
|
For
the nine month period ended September 30, 2009, we recorded in other
income, net an immaterial amount of ineffectiveness from cash flow
hedges.
|
Derivatives
not designated as hedging instruments under FAS 133
|
Location
of Gain (Loss) Recognized in Income on Derivatives
|
Amount
of Gain (Loss) Recognized in Income on Derivatives
|
||||
Foreign
exchange contracts
|
Revenue
|
$ | 7.0 | |||
Foreign
exchange contracts
|
Cost
of sales
|
(0.8 | ) | |||
Foreign
exchange contracts
|
Other
income (expense), net
|
0.3 | ||||
Total
|
$ | 6.5 |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(In
millions)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Net
income
|
$ | 8.3 | $ | 8.8 | $ | 22.1 | $ | 34.1 | ||||||||
Foreign
currency translation adjustments
|
5.8 | (5.1 | ) | 12.5 | 1.5 | |||||||||||
Deferral
of hedging (losses) gains, net of tax of $(0.1) and $(0.4)
|
||||||||||||||||
for
the three months ended September 30, 2009 and 2008, respectively, and $0.6
and $(0.3) for the nine months ended September 30, 2009 and 2008,
respectively
|
(0.2 | ) | (0.9 | ) | 1.0 | (0.7 | ) | |||||||||
Adjustments
to unrecognized pension and other postretirement
|
||||||||||||||||
benefit
plans, net of tax of $9.8 and $10.0 for the three and nine months ended
September 30, 2009
|
15.0 | - | 15.7 | - | ||||||||||||
Comprehensive
income
|
$ | 28.9 | $ | 2.8 | $ | 51.3 | $ | 34.9 |
|
•
|
Level 1
: Unadjusted
quoted prices in active markets for identical assets and
liabilities.
|
|
•
|
Level 2
: Observable
inputs other than those included in Level 1. 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.
|
(In
millions)
|
September
30, 2009
|
Level
1
|
Level
2
|
Level
3
|
||||||||||||
Assets
|
||||||||||||||||
Investments
|
$ | 10.5 | $ | 10.5 | $ | - | $ | - | ||||||||
Derivatives
|
9.0 | - | 9.0 | - | ||||||||||||
Total
assets
|
$ | 19.5 | $ | 10.5 | $ | 9.0 | $ | - | ||||||||
Liabilities
|
||||||||||||||||
Derivatives
|
$ | 12.0 | $ | - | $ | 12.0 | $ | - |
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(In
millions)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Revenue
|
||||||||||||||||
JBT
FoodTech
|
$ | 114.0 | $ | 142.8 | $ | 354.4 | $ | 451.1 | ||||||||
JBT
AeroTech
|
78.6 | 115.2 | 235.9 | 343.9 | ||||||||||||
Other
revenue (1) and intercompany eliminations
|
3.8 | (1.4 | ) | 5.3 | (1.4 | ) | ||||||||||
Total
revenue
|
$ | 196.4 | $ | 256.6 | $ | 595.6 | $ | 793.6 | ||||||||
Income
before income taxes
|
||||||||||||||||
Segment
operating profit:
|
||||||||||||||||
JBT
FoodTech
|
10.4 | 13.1 | 34.7 | 41.8 | ||||||||||||
JBT
AeroTech
|
5.5 | 11.5 | 17.0 | 31.2 | ||||||||||||
Total
segment operating profit
|
15.9 | 24.6 | 51.7 | 73.0 | ||||||||||||
Corporate
items:
|
||||||||||||||||
Corporate
expense (2)
|
(4.0 | ) | (4.2 | ) | (11.0 | ) | (10.0 | ) | ||||||||
Other
income (expense), net (1)
|
2.8 | (5.8 | ) | (0.5 | ) | (9.8 | ) | |||||||||
Net
interest expense
|
(2.1 | ) | (1.5 | ) | (6.6 | ) | (1.2 | ) | ||||||||
Total
corporate items
|
(3.3 | ) | (11.5 | ) | (18.1 | ) | (21.0 | ) | ||||||||
Income
from continuing operations before income taxes
|
$ | 12.6 | $ | 13.1 | $ | 33.6 | $ | 52.0 |
(1)
|
Other
revenue comprises certain gains and losses on derivatives related to
foreign exchange exposure. Other income (expense), net, generally includes
stock-based compensation, other employee benefits, LIFO adjustments,
foreign exchange gains and losses, and the impact of unusual or strategic
transactions not representative of segment
operations.
|
(2)
|
Corporate
expense primarily includes corporate staff
expenses.
|
ITEM 2.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
•
|
freezer
solutions for the freezing and chilling of meat, seafood, poultry,
ready-to-eat meals, fruits, vegetables and bakery
products;
|
•
|
protein
processing solutions that portion, coat and cook poultry, meat, seafood,
vegetable and bakery products;
|
•
|
in-container
processing solutions for fruits, vegetables, soups, sauces, dairy and pet
food products as well as ready-to-eat meals in a wide variety of modern
packages; and
|
•
|
fruit
processing solutions that extract, concentrate and aseptically process
citrus, tomato and other fruits.
|
•
|
ground
support equipment for cargo loading, aircraft deicing and aircraft
towing;
|
•
|
gate
equipment for passenger boarding, on the ground aircraft power and
cooling;
|
•
|
airport
services for maintenance of airport equipment, systems and
facilities;
|
•
|
military
equipment for cargo loading, aircraft towing and on the ground aircraft
cooling; and
|
•
|
automatic
guided vehicles for material handling in the automotive, printing,
warehouse, and hospital industries.
|
Three
Months Ended
|
||||||||||||||||
September
30,
|
Favorable
/ (Unfavorable)
|
|||||||||||||||
(In
millions, except %)
|
2009
|
2008
|
$ | % | ||||||||||||
Revenue
|
$ | 196.4 | $ | 256.6 | $ | (60.2 | ) | (23.5 | )% | |||||||
Costs
and expenses:
|
||||||||||||||||
Cost
of sales
|
142.4 | 195.2 | 52.8 | 27.0 | ||||||||||||
Selling,
general and administrative expense
|
36.4 | 37.8 | 1.4 | 3.7 | ||||||||||||
Research
and development expense
|
3.9 | 5.0 | 1.1 | 22.0 | ||||||||||||
Total
costs and expenses
|
182.7 | 238.0 | 55.3 | 23.2 | ||||||||||||
Other
income (expense), net
|
1.0 | (4.0 | ) | 5.0 | * | |||||||||||
Net
interest expense
|
(2.1 | ) | (1.5 | ) | (0.6 | ) | (40.0 | ) | ||||||||
Income
from operations before income taxes
|
12.6 | 13.1 | (0.5 | ) | (3.8 | ) | ||||||||||
Provision
for income taxes
|
4.2 | 4.3 | 0.1 | 2.3 | ||||||||||||
Income
from continuing operations
|
8.4 | $ | 8.8 | $ | (0.4 | ) | (4.5 | ) | ||||||||
Loss
from discontinued operations, net of taxes
|
(0.1 | ) | - | (0.1 | ) | (100.0 | ) | |||||||||
Net
income
|
$ | 8.3 | $ | 8.8 | $ | (0.5 | ) | (5.7 | )% |
*
|
Not
meaningful
|
Three
Months Ended
|
||||||||||||||||
September
30,
|
Favorable
/ (Unfavorable)
|
|||||||||||||||
(In
millions, except %)
|
2009
|
2008
|
$
|
%
|
||||||||||||
Revenue
|
||||||||||||||||
JBT
FoodTech
|
$ | 114.0 | $ | 142.8 | $ | (28.8 | ) | (20.2 | )% | |||||||
JBT
AeroTech
|
78.6 | 115.2 | (36.6 | ) | (31.8 | ) | ||||||||||
Other
revenue (1) and intercompany eliminations
|
3.8 | (1.4 | ) | 5.2 | * | |||||||||||
Total
revenue
|
$ | 196.4 | $ | 256.6 | $ | (60.2 | ) | (23.5 | ) | |||||||
Income
before income taxes
|
||||||||||||||||
Segment
operating profit:
|
||||||||||||||||
JBT
FoodTech
|
10.4 | 13.1 | (2.7 | ) | (20.6 | ) | ||||||||||
JBT
AeroTech
|
5.5 | 11.5 | (6.0 | ) | (52.2 | ) | ||||||||||
Total
segment operating profit
|
15.9 | 24.6 | (8.7 | ) | (35.4 | ) | ||||||||||
Corporate
items:
|
||||||||||||||||
Corporate
expense (2)
|
(4.0 | ) | (4.2 | ) | 0.2 | 4.8 | ||||||||||
Other
income (expense), net (1)
|
2.8 | (5.8 | ) | 8.6 | * | |||||||||||
Net
interest expense
|
(2.1 | ) | (1.5 | ) | (0.6 | ) | (40.0 | ) | ||||||||
Total
corporate items
|
(3.3 | ) | (11.5 | ) | 8.2 | 71.3 | ||||||||||
Income
from continuing operations before income taxes
|
$ | 12.6 | $ | 13.1 | $ | (0.5 | ) | (3.8 | )% |
*
|
Not
meaningful
|
(1)
|
Other
revenue comprises certain gains and losses on derivatives related to
foreign exchange exposure. Other income (expense), net, generally includes
stock-based compensation, other employee benefits, LIFO adjustments,
foreign exchange gains and losses, and the impact of unusual or strategic
transactions not representative of segment
operations.
|
(2)
|
Corporate
expense primarily includes corporate staff
expenses.
|
Nine
Months Ended
September
30,
|
Favorable
/ (Unfavorable)
|
|||||||||||||||
(In
millions, except %)
|
2009
|
2008
|
$ | % | ||||||||||||
Revenue
|
$ | 595.6 | $ | 793.6 | $ | (198.0 | ) | (24.9 | )% | |||||||
Costs
and expenses:
|
||||||||||||||||
Cost
of sales
|
435.7 | 602.6 | 166.9 | 27.7 | ||||||||||||
Selling,
general and administrative expense
|
109.2 | 118.0 | 8.8 | 7.5 | ||||||||||||
Research
and development expense
|
12.4 | 16.8 | 4.4 | 26.2 | ||||||||||||
Total
costs and expenses
|
557.3 | 737.4 | 180.1 | 24.4 | ||||||||||||
Other
income (expense), net
|
1.9 | (3.0 | ) | 4.9 | * | |||||||||||
Net
interest expense
|
(6.6 | ) | (1.2 | ) | (5.4 | ) | * | |||||||||
Income
from continuing operations before income taxes
|
33.6 | 52.0 | (18.4 | ) | (35.4 | ) | ||||||||||
Provision
for income taxes
|
11.4 | 18.2 | 6.8 | 37.4 | ||||||||||||
Income
from continuing operations
|
22.2 | 33.8 | (11.6 | ) | (34.3 | ) | ||||||||||
(Loss)
income from discontinued operations, net of taxes
|
(0.1 | ) | 0.3 | (0.4 | ) | * | ||||||||||
Net
income
|
$ | 22.1 | $ | 34.1 | $ | (12.0 | ) | (35.2 | )% |
*
|
Not
meaningful
|
Nine
Months Ended
|
||||||||||||||||
September
30,
|
Favorable
/ (Unfavorable)
|
|||||||||||||||
(In
millions, except %)
|
2009
|
2008
|
$ | % | ||||||||||||
Revenue
|
||||||||||||||||
JBT
FoodTech
|
$ | 354.4 | $ | 451.1 | $ | (96.7 | ) | (21.4 | )% | |||||||
JBT
AeroTech
|
235.9 | 343.9 | (108.0 | ) | (31.4 | ) | ||||||||||
Other
revenue (1) and intercompany eliminations
|
5.3 | (1.4 | ) | 6.7 | * | |||||||||||
Total
revenue
|
$ | 595.6 | $ | 793.6 | $ | (198.0 | ) | (24.9 | ) | |||||||
Income
before income taxes
|
||||||||||||||||
Segment
operating profit:
|
||||||||||||||||
JBT
FoodTech
|
34.7 | 41.8 | (7.1 | ) | (17.0 | ) | ||||||||||
JBT
AeroTech
|
17.0 | 31.2 | (14.2 | ) | (45.5 | ) | ||||||||||
Total
segment operating profit
|
51.7 | 73.0 | (21.3 | ) | (29.2 | ) | ||||||||||
Corporate
items:
|
||||||||||||||||
Corporate
expense (2)
|
(11.0 | ) | (10.0 | ) | (1.0 | ) | (10.0 | ) | ||||||||
Other
expense, net (1)
|
(0.5 | ) | (9.8 | ) | (9.3 | ) | (94.9 | ) | ||||||||
Net
interest expense
|
(6.6 | ) | (1.2 | ) | (5.4 | ) | * | |||||||||
Total
corporate items
|
(18.1 | ) | (21.0 | ) | 2.9 | 13.8 | ||||||||||
Income
from continuing operations before income taxes
|
$ | 33.6 | $ | 52.0 | $ | (18.4 | ) | (35.4 | )% |
*
|
Not
meaningful
|
(1)
|
Other
revenue comprises certain gains and losses on derivatives related to
foreign exchange exposure. Other expense, net, generally includes
stock-based compensation, other employee benefits, LIFO adjustments,
foreign exchange gains and losses, and the impact of unusual or strategic
transactions not representative of segment
operations.
|
(2)
|
Corporate
expense primarily includes corporate staff
expenses.
|
Inbound
Orders
|
||||||||||||||||
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||||||
September
30,
|
September
30,
|
|||||||||||||||
(In
millions)
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
JBT
FoodTech
|
$ | 129.8 | $ | 138.5 | $ | 342.8 | $ | 434.4 | ||||||||
JBT
AeroTech
|
72.6 | 98.5 | 229.9 | 284.1 | ||||||||||||
Intercompany
eliminations
|
(0.3 | ) | (1.0 | ) | (0.4 | ) | (3.1 | ) | ||||||||
Total
inbound orders
|
$ | 202.1 | $ | 236.0 | $ | 572.3 | $ | 715.4 |
Order
Backlog
|
||||||||||||
September
30,
|
December
31,
|
September
30,
|
||||||||||
(In
millions)
|
2009
|
2008
|
2008
|
|||||||||
JBT
FoodTech
|
$ | 141.2 | $ | 152.8 | $ | 150.7 | ||||||
JBT
AeroTech
|
136.6 | 142.6 | 170.9 | |||||||||
Intercompany
eliminations
|
(5.8 | ) | (0.1 | ) | (1.4 | ) | ||||||
Total
order backlog
|
$ | 272.0 | $ | 295.3 | $ | 320.2 |
Nine
Months Ended
|
||||||||
September
30,
|
||||||||
(In
millions)
|
2009
|
2008
|
||||||
Cash
provided by continuing operating activities
|
$ | 33.2 | $ | 70.1 | ||||
Cash
required by continuing investing activities
|
(20.0 | ) | (18.7 | ) | ||||
Cash
required by financing activities
|
(45.7 | ) | (30.3 | ) | ||||
Cash
provided by discontinued operations
|
- | 0.6 | ||||||
Effect
of exchange rate changes on cash and cash equivalents
|
1.6 | (0.1 | ) | |||||
(Decrease)
increase in cash and cash equivalents
|
$ | (30.9 | ) | $ | 21.6 |
ITEM 3.
|
QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
ITEM 4.
|
CONTROLS AND
PROCEDURES
|
|
i)
|
effective
in ensuring that information required to be disclosed is recorded,
processed, summarized and reported within 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.
|
ITEM 1.
|
LEGAL
PROCEEDINGS
|
ITEM 1A.
|
RISK
FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF
EQUITY SECURITIES AND USE OF
PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR
SECURITIES
|
ITEM 4.
|
SUBMISSION OF MATTERS
TO A VOTE OF SECURITY
HOLDERS
|
ITEM 5.
|
OTHER
INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Number in
Exhibit Table
|
Description
|
||
10.1
|
First
Amendment of John Bean Technologies Corporation Salaried Employees’
Equivalent Retirement Plan, incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed with the SEC on September 15,
2009.
|
||
10.2
|
First
Amendment of John Bean Technologies Corporation Employees’ Retirement
Program Part I Salaried and Nonunion Hourly Employees’ Retirement Plan,
incorporated by reference to Exhibit 10.2 to our Current Report on Form
8-K filed with the SEC on September 15, 2009.
|
||
10.3
|
First
Amendment of JBT Corporation Savings and Investment Plan, incorporated by
reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the
SEC on September 15, 2009.
|
||
10.4
|
First
Amendment of John Bean Technologies Corporation Non-Qualified Savings and
Investment Plan, incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed with the SEC on September 18,
2009.
|
||
10.5
|
Second
Amendment of John Bean Technologies Corporation Non-Qualified Savings and
Investment Plan.
|
||
10.6
|
Second
Amendment of John Bean Technologies Corporation Salaried Employees'
Equivalent Retirement Plan.
|
||
15
|
Letter
re: Unaudited interim financial information.
|
||
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a).
|
||
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a).
|
||
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
|
John
Bean Technologies Corporation
|
|
(Registrant)
|
|
/s/
Megan J. Donnelly
|
|
Megan
J. Donnelly
|
|
Chief
Accounting Officer, and
duly
authorized officer
|
|
Date:
November 6, 2009
|
Number in
Exhibit Table
|
Description
|
||
10.1
|
First
Amendment of John Bean Technologies Corporation Salaried Employees’
Equivalent Retirement Plan, incorporated by reference to Exhibit 10.1 to
our Current Report on Form 8-K filed with the SEC on September 15,
2009.
|
||
10.2
|
First
Amendment of John Bean Technologies Corporation Employees’ Retirement
Program Part I Salaried and Nonunion Hourly Employees’ Retirement Plan,
incorporated by reference to Exhibit 10.2 to our Current Report on Form
8-K filed with the SEC on September 15, 2009.
|
||
10.3
|
First
Amendment of JBT Corporation Savings and Investment Plan, incorporated by
reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the
SEC on September 15, 2009.
|
||
10.4
|
First
Amendment of John Bean Technologies Corporation Non-Qualified Savings and
Investment Plan, incorporated by reference to Exhibit 10.1 to our Current
Report on Form 8-K filed with the SEC on September 18,
2009.
|
||
10.5
|
Second
Amendment of John Bean Technologies Corporation Non-Qualified Savings and
Investment Plan.
|
||
10.6
|
Second
Amendment of John Bean Technologies Corporation Salaried Employees'
Equivalent Retirement Plan.
|
||
15
|
Letter
re: Unaudited interim financial information.
|
||
31.1
|
Certification
of Chief Executive Officer Pursuant to Rule 13a-14(a).
|
||
31.2
|
Certification
of Chief Financial Officer Pursuant to Rule 13a-14(a).
|
||
32.1
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
32.2
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
|
1.
|
Section
2.19 of the Plan is hereby amended in its entirety to read as
follows:
|
|
2.19
Excess
Compensation
. Excess Compensation means Compensation
(excluding amounts a Participant deferred under the Plan during the Plan
Year) in excess of the annual compensation limit set forth under Section
401(a)(17) of the Code, as adjusted for a given Plan
Year.
|
2.
|
Section
3.2 of the Plan is hereby amended in its entirety to read as
follows:
|
|
Participation
. An
employee who meets the conditions of Section 3.1 becomes a Participant
effective January 1 of the Plan Year following the Plan Year in which the
employee satisfies such conditions; provided, however, if an employee
satisfies the conditions of Section 3.1 solely for purposes of receiving a
Nonelective Contribution pursuant to Section 5.3, such employee shall
become a Participant effective December 31 of the Plan Year in which the
employee satisfies such conditions; provided further, however, in order to
make Deferral Contributions under Article IV of the Plan and be eligible
to receive Employer Contributions under Section 5.1 of the Plan for a
given Plan Year, an eligible employee must execute and file with the
Company a deferral election for such Plan Year under which the eligible
employee elects to defer a certain portion of the eligible employee’s
Compensation for such Plan Year, in the manner determined by the Company
and at the time required under Article IV. Once an individual
is a Participant, he or she will remain a Participant for so long as he or
she has an Account Balance, although a Participant may continue to make
Deferral Contributions and receive allocations under the Plan only so long
as he or she remains an eligible employee by satisfying the conditions of
Article III.
|
3.
|
Section
5.1 of the Plan is hereby amended in its entirety to read as
follows:
|
4.
|
Section
8.2(b) of the Plan is hereby amended in its entirety to read as
follows:
|
1.
|
Section
5 of the Plan is hereby amended in its entirety to read as
follows:
|
|
5.
|
Establishment of
Trust
. The Company may, in its sole discretion,
establish a rabbi trust in order to accumulate assets to pay Plan
obligations. Such trust, if established, shall be an
irrevocable trust subject to the jurisdiction of U.S. federal courts that
may hold an insurance contract or contracts and/or such other assets as
determined by the Company. The assets and income of the trust,
if established, will be subject to the claims of the Company's creditors
in the event of the Company's bankruptcy or insolvency. Any
establishment or maintenance of a rabbi trust will not affect the
Company's liability to pay Excess Benefits, except that the liability
shall be reduced to the extent assets of the trust are used to pay Excess
Benefits. A Participant will have no claim in any asset of the
trust, if established, or in specific assets of the Company or any
Employer, and will have the status of a general unsecured creditor for any
amounts due under this Plan.
|
|
2.
|
The
first paragraph of Section 6 of the Plan is hereby amended to add the
following sentence to the end thereof which shall read as
follows:
|
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)) 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;
|
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):
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a)
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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
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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.
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Date:
November 6, 2009
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/s/
Charles H. Cannon, Jr.
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Charles
H. Cannon, Jr.
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|
President
and Chief Executive Officer
(Principal
Executive Officer)
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1.
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I
have reviewed this quarterly report on Form 10-Q of John Bean Technologies
Corporation (the “registrant”);
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2.
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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;
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3.
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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;
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4.
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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)) for the registrant
and have:
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|
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;
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b)
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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;
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c)
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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
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d)
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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;
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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.
|
Date:
November 6, 2009
|
|
/s/
Ronald D. Mambu
|
|
Ronald
D. Mambu
|
|
Vice
President and Chief Financial Officer
(Principal
Financial Officer)
|
Date:
November 6, 2009
|
|
/s/
Charles H. Cannon, Jr.
|
|
Charles
H. Cannon, Jr.
|
|
President
and Chief Executive Officer
(Principal
Executive Officer)
|
Date:
November 6, 2009
|
|
/s/
Ronald D. Mambu
|
|
Ronald
D. Mambu
|
|
Vice
President and Chief Financial Officer
(Principal
Financial Officer)
|