x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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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 Number)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, $0.01 par value
Preferred Share Purchase Rights
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New York Stock Exchange
New York Stock Exchange
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Page
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PART I
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Item 1. Business
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4
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Item 1A. Risk Factors
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14
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Item 1B. Unresolved Staff Comments
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24
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Item 2. Properties
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25
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Item 3. Legal Proceedings
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25
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PART II
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Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
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26
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Item 6. Selected Financial Data
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27
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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28
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Item 7A. Qualitative and Quantitative Disclosures About Market Risk
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37
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Item 8. Financial Statements and Supplementary Data
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39
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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66
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Item 9A. Controls and Procedures
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66
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Item 9B. Other Information
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66
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PART III
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Item 10. Directors, Executive Officers and Corporate Governance
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68
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Item 11. Executive Compensation
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68
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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68
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Item 13. Certain Relationships and Related Transactions, and Director Independence
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68
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Item 14. Principal Accountant Fees and Services
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68
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PART IV
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Item 15. Exhibits and Financial Statement Schedules
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69
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Signatures
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72
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• |
Fluctuations in our financial results;
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•
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Unanticipated delays or acceleration in our sales cycles;
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•
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Deterioration of economic conditions;
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•
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Sensitivity of segments to variable or volatile factors;
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Changes in demand for our products and services;
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•
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Changes in commodity prices, including those impacting materials used in our business;
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Disruptions in the political, regulatory, economic and social conditions of the foreign countries in which we conduct business;
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Increases in energy prices;
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Changes in food consumption patterns;
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Impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products;
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Weather conditions and natural disasters;
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•
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Acts of terrorism or war;
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Termination or loss of major customer contracts;
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•
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Customer sourcing initiatives;
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•
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Competition and innovation in our industries;
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Our ability to develop and introduce new or enhanced products and services;
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Difficulty in developing, preserving and protecting our intellectual property;
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Our ability to protect our information systems;
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Adequacy of our internal controls;
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•
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Our ability to successfully integrate, operate and manage acquired businesses and assets;
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•
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Loss of key management and other personnel;
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Potential liability arising out of the installation or use of our systems;
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Our ability to comply with the laws and regulations governing our U.S. government contracts;
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Our ability to comply with U.S. and international laws governing our operations and industries;
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The outcome of pending or future litigation;
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Increases in tax liabilities;
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•
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Difficulty in implementing our business strategies;
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•
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Availability and access to financial and other resources;
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Failure to qualify as a tax-free reorganization; and
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•
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Our ability to establish our own financial, administrative and other support functions.
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•
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freezer solutions for the freezing and chilling of meat, seafood, poultry, ready-to-eat meals, fruits, vegetables and bakery products;
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protein processing solutions that portion, coat and cook poultry, meat, seafood, vegetable and bakery products;
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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
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•
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fruit processing solutions that extract, concentrate and aseptically process citrus, tomato and other fruits and juices.
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•
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ground support equipment for cargo loading, aircraft deicing and aircraft towing;
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•
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gate equipment for passenger boarding, on the ground aircraft power and cooling;
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airport services for maintenance of airport equipment, systems and facilities;
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military equipment for cargo loading, aircraft towing and on the ground aircraft cooling; and
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•
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automatic guided vehicles for material handling in the automotive, printing, food & beverage, manufacturing, warehouse, and hospital industries.
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Product Offering
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Product Description
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Food Applications
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Capacity Ranges
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FloFREEZE
®
Individual Quick Freeze (IQF)
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Individually freezes sensitive, sticky
and uneven shaped products
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Fruits, Vegetables, Seafood, Pasta, Rice
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Over 16 tons/hour
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GYRoCOMPACT
®
Self-Stacking
Spiral Freezer, Chiller, Proofer
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Compact, self-contained design for
quick, uniform freezing
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Poultry, Meat, Seafood, Bakery, Dairy,
Vegetables, Ready Meals
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Over 9 tons/hour
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ADVANTEC
®
Impingement Linear
Freezers and Chillers
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Quick freezing of thin, flat food
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Meat, Seafood
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Up to 5 tons/hour
(over 20,000 ¼ lb burgers
per hour)
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Product Offering
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Product Description
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Food Applications
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Capacity Ranges
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DSI Portioning Systems
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Horizontal slicing for consistent product thickness and computer-positioned vertical high-pressure water-jets cut complex shapes
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Poultry, Meat,
Seafood, Pizza
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Over 1 ton/hour
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Coating Applicators
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Application of batter, tempura or breading prior to cooking
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Poultry, Meat,
Seafood, Vegetables
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Over 7 tons/hour (over 150,000 ½ oz. chicken nuggets per hour)
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THERMoFIN
™
Frying Systems
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Patented technology that heats oil quickly and precisely for even and cost effective frying
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Poultry, Meat,
Seafood
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Over 7 tons/hour (over 150,000 ½ oz. nuggets/hour)
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GYRoCOMPACT
®
Spiral Ovens
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Multi-zone spiral oven with programmable air control for consistent and uniform cooking
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Poultry, Meat,
Seafood
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Over 9 tons/hour (over 40,000 4 oz. chicken breasts per hour)
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JSO JetStream
®
Linear Ovens
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High intensity convection oven for fast cooking with optimal flavor sealing and browning
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Meat, Poultry
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Over 4.5 tons/hour (over 20,000 ¼ lb. burgers per hour)
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Double D
Revoband Linear
Oven
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Custom built, high impingement oven for roasting, steaming and baking
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Bakery, Meat, Seafood, Poultry, Vegetables
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Over 1.6 tons/hour (over 30,000 Croissants per hour)
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Product Offering
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Product Description
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Food Applications
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Capacity Ranges
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Fillers
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Filling of wide-neck, rigid and pre-formed containers with food and beverage products
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Ready Meals, Soups, Sauces, Baby Food, Fruits, Vegetables, Seafood, Meat, Poultry, Milk, Ready to Drink Coffee and Tea, Pet Food
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Over 1,200 containers per minute
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Closers
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Closing and seaming of can after being filled
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Ready Meals, Soups, Sauces, Baby Food, Fruits, Vegetables, Seafood, Meat, Poultry, Milk, Ready to Drink Coffee and Tea, Pet Food
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Up to 2,000 containers per minute
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Continuous Rotary and Hydrostatic Sterilizers
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Commercial sterilization of food in cans
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Ready Meals, Canned Milk, Soups, Sauces, Fruits, Vegetables, Seafood, Meat, Poultry, Pet Food
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Over 1,800 containers per minute (550 cans of soup/minute or 2,000 cans of cat food per minute)
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Automated Batch Retorts
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Commercial sterilization of foods in flexible or rigid pre-formed packaging
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Ready Meals, Soups, Sauces, Baby Food, Fruits, Vegetables, Seafood, Meat, Poultry
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Over 1,500 containers per minute (600 microwave pasta bowls per minute)
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LOG-TEC
™
Control Systems and Modeling Software
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Automated control and documentation of sterilization process; modeling software to optimize cooking processes
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Ready Meals, Canned Milk, Soups, Sauces, Baby Food, Fruits, Vegetables, Seafood, Meat, Poultry, Pet Food
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Matches the sterilization system capacity
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Product Offering
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Product Description
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Food Applications
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Capacity Ranges
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Extractors, Pulpers, Finishers
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Extract juice and/or pulp from fruit for large-scale processing and point-of-sale applications
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Citrus, Tomatoes, Berries, Deciduous and Tropical Fruits
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Industrial extractor: over 900 gallons per hour of juice
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Hot & Cold Breaks, Evaporators
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Enzymatic inactivation, concentration and aseptic cooling to preserve fruit product color and taste
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Citrus, Tomatoes, Berries, Deciduous and Tropical Fruits
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Over 70 tons/hour
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Aseptic Sterilizers and Fillers
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Aseptic commercial sterilization, cooling and bulk filling of fruit puree, concentrate or paste into 3 gallon to 300 gallon containers
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Citrus, Tomatoes, Deciduous and Tropical Fruits
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Aseptic sterilizer:
over 60 tons/hour
Aseptic filler:
over 19 tons/hour
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Fresh Produce Technologies
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Preservation of fresh produce life, appearance and taste.
High speed application of Price Look Up labels
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Fruits, Vegetables
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Coating application rates variable to match line speed
Apply 900+ labels per minute
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Product Offering
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Product Description
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Aircraft Ranges
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Capacity Ranges
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Cargo Loaders
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Loading and unloading of containerized cargo onto main and lower decks of aircraft
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Wide variety of passenger and freighter aircraft up to Airbus A380
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Up to 66,000 lbs
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Cargo Transporters
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Transport of containerized cargo to or from aircraft
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Aircraft handling full size pallets or containers
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Up to 15,400 lbs at
15.5 mph
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Bulk Loader
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Loading of baggage, cargo or mail packages into baggage holds with minimal lifting
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Boeing 737 to 757-200 and Airbus A319 to 321
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Up to 880 lbs
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Aircraft Deicers
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Deicing of aircraft on the ground including removal of snow, ice and frost
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Wide variety of aircraft up to Airbus A380
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Up to 2,200 gallons capacity of deicing fluid
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Aircraft Tow Tractors
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Pushing back of aircraft from gate or aircraft towing between gate and hangar
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Regional to wide-body aircraft including Airbus A380
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Draw bar pull of up to 72,000 lbs
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Passenger Steps
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Boarding of passengers when a boarding bridge is not available
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Front and rear boarding doors of narrow and wide-body aircraft
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Load capacity up to 13,000 lbs.
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Product Offering
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Product Description
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Aircraft Ranges
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Capacity Ranges
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Passenger Boarding Bridges
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Bridge for moving passengers between the airport terminal building and the aircraft
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Regional Jets up to Airbus A380
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Link aircraft with the airport terminal
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Ground Power
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Provide power and light for passenger and crew onboard, while waiting to be pushed back from gate
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Regional Jets up to Airbus A380
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Converts 50/60 Hertz utility power to aircraft compatible 400 Hertz power
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Preconditioned Air
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Climate convenience for passenger and crew onboard, while waiting to be pushed back from gate
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Regional Jets up to Airbus A380
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20 to 120 refrigerated tons preconditioned air units for ground cooling
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Product Offering
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Product Description
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Aircraft Ranges
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Capacity Ranges
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Halvorsen 25K and 44K Cargo Loaders
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Rapidly deployable, high-reach loader that can transport and lift cargo onto military cargo aircraft
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Cargo transport aircraft from C-130 up to the C-17 and KC-10
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Load and transport up to 44,000 lbs
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Aircraft Tow Tractors
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Towing of aircraft around the airport ramp
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Large cargo transport aircraft
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Draw bar pull of up to 72,000 lbs
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Mobile Air Conditioning
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Mobile air conditioning units used for on the ground cooling
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Jet fighters up to cargo transport aircraft
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30 to 110 ton mobile air conditioning units
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Name
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Age
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Office, year of election
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Charles H. Cannon, Jr.
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5
8
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Chairman, Chief Executive Officer and President (2008)
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Ronald D. Mambu
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61
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Vice President, Chief Financial Officer and Controller (2008)
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Torbjörn Arvidsson
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5
9
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Vice President and Division Manager-Food Solutions and Services (2008)
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Juan C. Podesta
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5
9
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Vice President and Division Manager-Food Processing Systems
(2008)
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John Lee
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53
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Vice President and Division Manager-JBT AeroTech
(2008)
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Kenneth Dunn
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5
4
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Vice President, General Counsel and Assistant Secretary (2008)
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Mark Montague
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57
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Vice President, Human Resources (2008)
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Megan Donnelly
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42
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Chief Accounting Officer
(2008)
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•
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Changes in demand for our products and services, including changes in growth rates in the food processing and air transportation industries;
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•
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Downturns in our customers’ businesses resulting from deteriorating domestic and international economies where our customers do substantial business;
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•
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Changes in commodity prices resulting in increased manufacturing costs, such as petroleum-based products, metals or other raw materials we use in significant quantities;
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•
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Changes in pricing policies resulting from competitive pressures, such as aggressive price discounting by our competitors and other market factors;
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•
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Our ability to develop and introduce on a timely basis new or enhanced versions of our products and services;
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•
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Unexpected needs for capital expenditures or other unanticipated expenses;
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•
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Changes in the mix of revenue attributable to domestic and international sales;
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•
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Changes in the mix of products and services that we sell;
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•
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Seasonal fluctuations in buying patterns; and
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•
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Future acquisitions and divestitures of technologies, products and businesses.
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·
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make it more difficult or costly for us to obtain increased financing for our operations or investments or to refinance our debt in the future;
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·
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render our lenders or other financial instrument counterparties unable to honor their commitments or otherwise default under a financing agreement;
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·
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impair the financial condition of some of our customers, thereby hindering our customers’ ability to obtain financing to purchase our products and/or increasing customer bad debts;
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impair the financial condition of some of our suppliers thereby potentially increasing both the likelihood of having to renegotiate supply terms and the risk of non-performance by suppliers;
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negatively impact global demand for air transportation services as well as protein food products and processed food products, which could result in a reduction of sales, operating income and cash flows in our JBT AeroTech and JBT FoodTech segments, respectively;
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·
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negatively affect our currency hedges; or
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·
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impair the financial viability of our insurers.
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•
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nationalization and expropriation;
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•
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potentially burdensome taxation;
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•
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increased growth in our international business operations and revenue relative to our domestic operations may result in increasing tax liabilities resulting from repatriation of income generated outside of the United States;
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•
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continuing economic downturns, inflationary and recessionary markets, including capital and equity markets;
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•
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civil unrest, political instability, terrorist attacks and wars;
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•
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seizure of assets;
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•
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trade restrictions, trade protection measures or price controls;
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•
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foreign ownership restrictions;
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•
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import or export licensing requirements;
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•
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restrictions on operations, trade practices, trade partners and investment decisions resulting from domestic and foreign laws and regulations;
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•
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changes in governmental laws and regulations;
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•
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inability to repatriate income or capital; and
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•
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reductions in the availability of qualified personnel.
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•
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Be expensive, time consuming and divert management attention away from normal business operations;
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•
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Require us to pay monetary damages or enter into non-standard royalty and licensing agreements;
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•
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Require us to modify our product sales and development plans; or
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•
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Require us to satisfy indemnification obligations to our customers.
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•
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The diversion of our management’s attention from our existing businesses to integrating the operations and personnel of the acquired or combined business;
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•
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Possible material adverse effects on business, financial condition, results of operations and cash flows during the integration process; and
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•
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Our possible inability to achieve the intended objectives of the transaction.
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•
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actual or anticipated fluctuations in our operating results;
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•
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;
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•
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transactions related to complimentary technology, technology rights, product lines or businesses;
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•
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announcements by us or our competitors of new products or significant contracts, acquisitions, joint ventures or capital commitments;
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•
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changes in interest rates;
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•
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additions or departures of key personnel; and
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•
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future sales or issuances of our Common Stock.
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•
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A Board that is divided into three classes with staggered terms;
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•
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Limitations on the right of stockholders to remove directors;
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•
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The right of our Board to issue preferred stock without stockholder approval;
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•
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Inability of our stockholders to act by written consent; and
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•
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Rules regarding how stockholders may present proposals or nominate directors at stockholders meetings.
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•
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The Board approved the business combination before the stockholder became an interested stockholder, or the Board approved the transaction that resulted in the stockholder becoming an interested stockholder;
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•
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Upon completion of the transaction which resulted in the stockholder becoming an interested stockholder, such stockholder owned at least 85% of the voting stock outstanding when the transaction began other than shares held by directors who are also officers and other than shares held by certain employee stock plans; or
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•
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The Board approved the business combination after the stockholder became an interested stockholder and the business combination was approved at a meeting by at least two-thirds of the outstanding voting stock not owned by such stockholder.
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ITEM 2.
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PROPERTIES
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LOCATION
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SQUARE FEET
(approximate)
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LEASED OR
OWNED
|
|||
United States:
|
|||||
Madera, California
|
250,000 |
Owned
|
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Lakeland, Florida
|
225,000 |
Owned
|
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Sandusky, Ohio
|
140,000 |
Owned
|
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International:
|
|||||
St. Niklaas, Belgium
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289,000 |
Owned
|
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Helsingborg, Sweden
|
227,000 |
Owned/Leased
|
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Araraquara, Brazil
|
125,000 |
Owned
|
|||
Parma, Italy
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72,000 |
Owned
|
|||
Ningbo, China
|
60,000 |
Leased
|
|||
Edinburgh, Scotland
|
41,000 |
Leased
|
|||
Cape Town, South Africa
|
38,000 |
Leased
|
LOCATION
|
SQUARE FEET
(approximate)
|
LEASED OR
OWNED
|
|||
United States:
|
|||||
Orlando, Florida
|
253,000 |
Owned
|
|||
Ogden, Utah
|
220,000 |
Owned/Leased
|
|||
Chalfont, Pennsylvania
|
67,000 |
Leased
|
|||
International:
|
|||||
Madrid, Spain
|
258,000 |
Owned
|
|||
Shenzhen, China
|
43,000 |
Leased
|
|||
Juarez, Mexico
|
33,000 |
Leased
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Year Ended December 31,
|
||||||||||||||||||||
(In millions, except per share data)
|
2010
|
2009
|
2008
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2007
|
2006
|
|||||||||||||||
Income Statement Data:
|
||||||||||||||||||||
Revenue:
|
||||||||||||||||||||
JBT FoodTech
|
$ | 520.8 | $ | 515.8 | $ | 584.0 | $ | 594.1 | $ | 496.2 | ||||||||||
JBT AeroTech
|
351.2 | 320.7 | 446.9 | 386.0 | 348.7 | |||||||||||||||
Other revenue and intercompany eliminations
|
8.4 | 5.1 | (2.8 | ) | (2.1 | ) | (0.6 | ) | ||||||||||||
Total Revenue | $ | 880.4 | $ | 841.6 | $ | 1,028.1 | $ | 978.0 | $ | 844.3 | ||||||||||
Operating expenses:
|
||||||||||||||||||||
Cost of sales
|
$ | 649.5 | $ | 621.2 | $ | 776.3 | $ | 740.8 | $ | 631.1 | ||||||||||
Selling, general and administrative expense
|
147.8 | 147.8 | 152.9 | 153.8 | 146.7 | |||||||||||||||
Research and development expense
|
17.5 | 17.1 | 22.0 | 18.7 | 16.2 | |||||||||||||||
Other (income) expense, net
|
(1.5 | ) | (2.2 | ) | 6.6 | 3.6 | (0.1 | ) | ||||||||||||
Operating income
|
67.1 | 57.7 | 70.3 | 61.1 | 50.4 | |||||||||||||||
Net interest (expense) income
|
(7.8 | ) | (8.8 | ) | (3.8 | ) | 0.5 | 0.4 | ||||||||||||
Income from continuing operations before income taxes
|
59.3 | 48.9 | 66.5 | 61.6 | 50.8 | |||||||||||||||
Provision for income taxes
|
21.4 | 16.1 | 22.4 | 21.5 | 16.0 | |||||||||||||||
Income from continuing operations
|
37.9 | 32.8 | 44.1 | 40.1 | 34.8 | |||||||||||||||
(Loss) income from discontinued operations, net of income taxes
|
(0.6 | ) | - | 0.1 | (3.7 | ) | (0.2 | ) | ||||||||||||
Net income
|
$ | 37.3 | $ | 32.8 | $ | 44.2 | $ | 36.4 | $ | 34.6 | ||||||||||
Common Stock Data:
|
||||||||||||||||||||
Diluted Earnings Per Share (1):
|
||||||||||||||||||||
Income from continuing operations
|
$ | 1.30 | $ | 1.15 | $ | 1.59 | $ | 1.45 | $ | 1.26 | ||||||||||
Net income
|
$ | 1.28 | $ | 1.15 | $ | 1.59 | $ | 1.32 | $ | 1.26 | ||||||||||
Diluted weighted average shares outstanding
|
29.1 | 28.6 | 27.8 | 27.5 | 27.5 | |||||||||||||||
Common Stock Price Range:
|
||||||||||||||||||||
High
|
$ | 20.78 | $ | 19.00 | $ | 14.50 | $ | - | $ | - | ||||||||||
Low
|
$ | 14.35 | $ | 8.67 | $ | 5.86 | $ | - | $ | - | ||||||||||
Cash dividends declared per common share
|
$ | 0.28 | $ | 0.28 | $ | 0.07 | $ | - | $ | - |
(1)
|
For all periods prior to July 31, 2008, the date of our spin-off from FMC Technologies, the number of diluted shares being used is the number of shares outstanding on July 31, 2008, as our common stock was not traded prior to July 31, 2008 and there were no dilutive securities in the prior periods.
|
At December 31,
|
||||||||||||||||||||
(In millions)
|
2010
|
2009
|
2008
|
2007
|
2006
|
|||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Total assets
|
$ | 582.2 | $ | 520.4 | $ | 578.1 | $ | 553.2 | $ | 499.4 | ||||||||||
Long-term debt, less current portion
|
145.4 | 131.8 | 185.0 | - | - | |||||||||||||||
Year Ended December 31,
|
||||||||||||||||||||
(In millions)
|
2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Other Financial Information:
|
||||||||||||||||||||
Capital expenditures
|
$ | 24.3 | $ | 19.8 | $ | 22.9 | $ | 23.0 | $ | 22.7 | ||||||||||
Cash flows provided by continuing operating activities
|
$ | 17.6 | $ | 54.1 | $ | 81.8 | $ | 39.0 | $ | 96.3 | ||||||||||
Order backlog (unaudited)
|
$ | 286.8 | $ | 211.2 | $ | 285.5 | $ | 398.4 | $ | 322.1 |
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Year Ended December 31,
|
Favorable / (Unfavorable)
|
|||||||||||||||||||
(in millions)
|
2010
|
2009
|
2008
|
2010
vs.
2009
|
2009
vs.
2008
|
|||||||||||||||
Revenue
|
$ | 880.4 | $ | 841.6 | $ | 1,028.1 | $ | 38.8 | $ | (186.5 | ) | |||||||||
Cost of sales
|
649.5 | 621.2 | 776.3 | (28.3 | ) | $ | 155.1 | |||||||||||||
Gross profit
|
230.9 | 220.4 | 251.8 | 10.5 | (31.4 | ) | ||||||||||||||
Selling, general and administrative expense
|
147.8 | 147.8 | 152.9 | - | 5.1 | |||||||||||||||
Research and development expense
|
17.5 | 17.1 | 22.0 | (0.4 | ) | 4.9 | ||||||||||||||
Other (income) expense, net
|
(1.5 | ) | (2.2 | ) | 6.6 | (0.7 | ) | 8.8 | ||||||||||||
Operating income
|
67.1 | 57.7 | 70.3 | 9.4 | (12.6 | ) | ||||||||||||||
Net interest expense
|
(7.8 | ) | (8.8 | ) | (3.8 | ) | 1.0 | (5.0 | ) | |||||||||||
Income from continuing operations before income taxes
|
59.3 | 48.9 | 66.5 | 10.4 | (17.6 | ) | ||||||||||||||
Provision for income taxes
|
21.4 | 16.1 | 22.4 | (5.3 | ) | 6.3 | ||||||||||||||
Income from continuing operations
|
37.9 | 32.8 | 44.1 | 5.1 | (11.3 | ) | ||||||||||||||
(Loss) income from discontinued operations, net of income taxes
|
(0.6 | ) | - | 0.1 | (0.6 | ) | (0.1 | ) | ||||||||||||
Net income
|
$ | 37.3 | $ | 32.8 | $ | 44.2 | $ | 4.5 | $ | (11.4 | ) |
Year Ended December 31,
|
Favorable / (Unfavorable)
|
|||||||||||||||||||
(in millions)
|
2010
|
2009
|
2008
|
2010
vs.
2009
|
2009
vs.
2008
|
|||||||||||||||
Revenue
|
||||||||||||||||||||
JBT FoodTech
|
$ | 520.8 | $ | 515.8 | $ | 584.0 | $ | 5.0 | $ | (68.2 | ) | |||||||||
JBT AeroTech
|
351.2 | 320.7 | 446.9 | 30.5 | (126.2 | ) | ||||||||||||||
Other revenue and intercompany eliminations
|
8.4 | 5.1 | (2.8 | ) | 3.3 | 7.9 | ||||||||||||||
Total revenue
|
$ | 880.4 | $ | 841.6 | $ | 1,028.1 | $ | 38.8 | $ | (186.5 | ) | |||||||||
Income before income taxes
|
||||||||||||||||||||
Segment operating profit:
|
||||||||||||||||||||
JBT FoodTech
|
$ | 55.8 | $ | 52.4 | $ | 61.1 | $ | 3.4 | $ | (8.7 | ) | |||||||||
JBT AeroTech
|
28.6 | 27.2 | 38.5 | 1.4 | (11.3 | ) | ||||||||||||||
Total segment operating profit
|
84.4 | 79.6 | 99.6 | 4.8 | (20.0 | ) | ||||||||||||||
Corporate items:
|
||||||||||||||||||||
Corporate expense
|
(17.3 | ) | (15.4 | ) | (15.0 | ) | (1.9 | ) | (0.4 | ) | ||||||||||
Other expense, net
|
- | (6.5 | ) | (14.3 | ) | 6.5 | 7.8 | |||||||||||||
Net interest expense
|
(7.8 | ) | (8.8 | ) | (3.8 | ) | 1.0 | (5.0 | ) | |||||||||||
Total corporate items
|
(25.1 | ) | (30.7 | ) | (33.1 | ) | 5.6 | 2.4 | ||||||||||||
Income from continuing operations before income taxes
|
59.3 | 48.9 | 66.5 | 10.4 | (17.6 | ) | ||||||||||||||
Provision for income taxes
|
21.4 | 16.1 | 22.4 | 5.3 | (6.3 | ) | ||||||||||||||
Income from continuing operations
|
37.9 | 32.8 | 44.1 | 5.1 | (11.3 | ) | ||||||||||||||
(Loss) income from discontinued operations, net of income taxes
|
(0.6 | ) | - | 0.1 | (0.6 | ) | (0.1 | ) | ||||||||||||
Net income
|
$ | 37.3 | $ | 32.8 | $ | 44.2 | $ | 4.5 | $ | (11.4 | ) |
(in millions)
|
2010
|
2009
|
2008
|
|||||||||
JBT FoodTech
|
$ | 0.8 | $ | 1.8 | $ | 0.9 | ||||||
JBT AeroTech
|
2.9 | 2.1 | - | |||||||||
Total
|
$ | 3.7 | $ | 3.9 | $ | 0.9 |
Inbound Orders
|
||||||||
Year Ended December 31,
|
||||||||
(In millions)
|
2010
|
2009
|
||||||
JBT FoodTech
|
$ | 527.5 | $ | 463.5 | ||||
JBT AeroTech
|
419.9 | 297.9 | ||||||
Other and intercompany eliminations
|
8.6 | 5.9 | ||||||
Total inbound orders
|
$ | 956.0 | $ | 767.3 |
Order Backlog
|
||||||||
December 31,
|
||||||||
(In millions)
|
2010
|
2009
|
||||||
JBT FoodTech
|
$ | 103.4 | $ | 96.7 | ||||
JBT AeroTech
|
183.4 | 114.7 | ||||||
Intercompany eliminations
|
- | (0.2 | ) | |||||
Total order backlog
|
$ | 286.8 | $ | 211.2 |
(In millions)
|
2010
|
2009
|
2008
|
|||||||||
Cash provided by continuing operating activities
|
$ | 17.6 | $ | 54.1 | $ | 81.8 | ||||||
Cash required by continuing investing activities
|
(23.7 | ) | (24.8 | ) | (25.3 | ) | ||||||
Cash provided (required) by financing activities
|
4.9 | (60.2 | ) | (22.1 | ) | |||||||
Cash provided by discontinued operations
|
(0.1 | ) | - | 0.7 | ||||||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
0.6 | 1.7 | (1.0 | ) | ||||||||
(Decrease) increase in cash and cash equivalents
|
$ | (0.7 | ) | $ | (29.2 | ) | $ | 34.1 |
Debt Instrument / Covenant
|
Measurement
|
Result as of
December 31, 2010
|
|||
Revolving credit facility
|
|||||
Interest coverage ratio (1)
|
Not less than 3.5
|
12.3
|
|||
Leverage ratio (2)
|
Not greater than 3.0
|
1.6
|
|||
Capital expenditures (3)
|
Not greater than $33 million
|
$24.3 million
|
|||
Dividends paid
|
Not greater than $20 million
|
$8.1 million
|
|||
6.66% senior unsecured notes
|
|||||
Interest coverage ratio (1)
|
Not less than 2.75
|
12.3
|
|||
Leverage ratio (2)
|
Not greater than 3.25
|
1.6
|
(1)
|
Interest coverage ratio is a comparison of the trailing twelve months Consolidated EBITDA, defined as net income plus interest expense plus income tax expense plus depreciation and amortization plus non-cash expenses and extraordinary, unusual and non-recurring items, to trailing twelve months interest expense.
|
(2)
|
Leverage ratio is a comparison of the total indebtedness, defined as total debt plus guarantees of indebtedness of others plus obligations under financial letters of credit issued against the credit facility, to the trailing twelve month Consolidated EBITDA, as defined above.
|
(3)
|
Capital expenditures are limited to $30 million plus 50% of the unutilized amount from prior year.
|
Payments due by period
|
||||||||||||||||||||
(In millions)
|
Total
payments
|
Less than
1 year
|
1 - 3
years
|
3-5
years
|
After 5
years
|
|||||||||||||||
Long-term debt (a)
|
$ | 147.1 | $ | 1.7 | $ | 70.4 | $ | 75.0 | $ | - | ||||||||||
Operating leases
|
16.4 | 4.9 | 7.0 | 4.1 | 0.4 | |||||||||||||||
Unconditional purchase obligations (b)
|
29.2 | 27.8 | 1.4 | - | - | |||||||||||||||
Pension and other postretirement benefits (c)
|
11.5 | 11.5 | - | - | - | |||||||||||||||
Total contractual obligations
|
$ | 204.2 | $ | 45.9 | $ | 78.8 | $ | 79.1 | $ | 0.4 |
(a)
|
Our available long-term debt is dependent upon our compliance with covenants described in the previous section. Any violations of covenants or other events of default, which are not waived or cured, could have a material impact on our ability to maintain our committed financial arrangements.
|
(b)
|
In the normal course of business, we enter into agreements with our suppliers to purchase raw materials or services. These agreements include a requirement that our supplier provide products or services to our specifications and require us to make a firm purchase commitment to our supplier. As substantially all of these commitments are associated with purchases made to fulfill our customers’ orders, the costs associated with these agreements will ultimately be reflected in cost of sales on our statements of income.
|
(c)
|
We expect to make approximately $11.5 million in contributions to our pension and other postretirement benefit plans during 2011. This amount primarily reflects discretionary contributions to our U.S. qualified pension plan. Required contributions for future years depend on factors that cannot be determined at this time.
|
Amount of commitment expiration per period
|
||||||||||||||||||||
(In millions)
|
Total
amount
|
Less than
1 year
|
1 - 3
years
|
3-5
years
|
After 5
years
|
|||||||||||||||
Letters of credit and bank guarantees
|
$ | 49.3 | $ | 45.1 | $ | 3.5 | $ | - | $ | 0.7 | ||||||||||
Surety bonds
|
57.1 | 56.2 | 0.9 | - | - | |||||||||||||||
Total other off-balance sheet arrangements
|
$ | 106.4 | $ | 101.3 | $ | 4.4 | $ | - | $ | 0.7 |
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Year Ended December 31,
|
||||||||||||
(In millions, except per share data)
|
2010
|
2009
|
2008
|
|||||||||
Revenue:
|
||||||||||||
Product revenue
|
$ | 770.9 | $ | 720.3 | $ | 900.8 | ||||||
Service revenue
|
109.5 | 121.3 | 127.3 | |||||||||
Total revenue
|
880.4 | 841.6 | 1,028.1 | |||||||||
Operating expenses:
|
||||||||||||
Cost of products
|
567.6 | 534.0 | 683.9 | |||||||||
Cost of services
|
81.9 | 87.2 | 92.4 | |||||||||
Selling, general and administrative expense
|
147.8 | 147.8 | 152.9 | |||||||||
Research and development expense
|
17.5 | 17.1 | 22.0 | |||||||||
Other (income) expense, net
|
(1.5 | ) | (2.2 | ) | 6.6 | |||||||
Operating income
|
67.1 | 57.7 | 70.3 | |||||||||
Net interest expense
|
(7.8 | ) | (8.8 | ) | (3.8 | ) | ||||||
Income from continuing operations before income taxes
|
59.3 | 48.9 | 66.5 | |||||||||
Provision for income taxes
|
21.4 | 16.1 | 22.4 | |||||||||
Income from continuing operations
|
37.9 | 32.8 | 44.1 | |||||||||
Discontinued operations
|
||||||||||||
(Loss) income from discontinued operations, net of income taxes
|
(0.6 | ) | - | 0.2 | ||||||||
Loss on disposition of discontinued operations, net of income taxes
|
- | - | (0.1 | ) | ||||||||
(Loss) income from discontinued operations, net of income taxes
|
(0.6 | ) | - | 0.1 | ||||||||
Net income
|
$ | 37.3 | $ | 32.8 | $ | 44.2 | ||||||
Basic earnings per share:
|
||||||||||||
Income from continuing operations
|
$ | 1.34 | $ | 1.19 | $ | 1.60 | ||||||
(Loss) income from discontinued operations
|
(0.02 | ) | - | 0.01 | ||||||||
Net income
|
$ | 1.32 | $ | 1.19 | $ | 1.61 | ||||||
Diluted earnings per share:
|
||||||||||||
Income from continuing operations
|
$ | 1.30 | $ | 1.15 | $ | 1.59 | ||||||
Loss from discontinued operations
|
(0.02 | ) | - | - | ||||||||
Net income
|
$ | 1.28 | $ | 1.15 | $ | 1.59 | ||||||
Dividends declared per share
|
$ | 0.28 | $ | 0.28 | $ | 0.07 | ||||||
Weighted average shares outstanding:
|
||||||||||||
Basic
|
28.3 | 27.6 | 27.5 | |||||||||
Diluted
|
29.1 | 28.6 | 27.8 |
December 31,
|
December 31,
|
|||||||
(In millions, except per share and number of shares)
|
2010
|
2009
|
||||||
Assets
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 13.7 | $ | 14.4 | ||||
Trade receivables, net of allowances of $4.8 and $5.1, respectively
|
192.7 | 136.6 | ||||||
Inventories
|
106.7 | 107.0 | ||||||
Prepaid expenses
|
5.1 | 4.5 | ||||||
Deferred income taxes
|
8.7 | 6.6 | ||||||
Other current assets
|
29.5 | 21.6 | ||||||
Total current assets
|
356.4 | 290.7 | ||||||
Investments
|
9.9 | 10.9 | ||||||
Property, plant and equipment, net of accumulated depreciation of $225.5
and $218.1, respectively
|
128.7 | 126.5 | ||||||
Goodwill
|
28.4 | 28.2 | ||||||
Intangible assets, net
|
19.9 | 20.8 | ||||||
Deferred income taxes
|
25.6 | 30.4 | ||||||
Other assets
|
13.3 | 12.9 | ||||||
Total Assets
|
$ | 582.2 | $ | 520.4 | ||||
Liabilities and Stockholders' Equity
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable, trade and other
|
$ | 86.3 | $ | 65.9 | ||||
Advance and progress payments
|
52.4 | 56.8 | ||||||
Accrued payroll
|
34.4 | 31.3 | ||||||
Deferred income taxes
|
7.3 | 6.6 | ||||||
Other current liabilities
|
61.6 | 60.3 | ||||||
Total current liabilities
|
242.0 | 220.9 | ||||||
Long-term debt, less current portion
|
145.4 | 131.8 | ||||||
Accrued pension and other postretirement benefits, less current portion
|
73.0 | 77.1 | ||||||
Deferred income taxes
|
2.3 | 2.3 | ||||||
Other liabilities
|
26.5 | 26.5 | ||||||
Commitments and contingencies (Note 16)
|
||||||||
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;
2010: 28,237,279 issued and 28,185,834 outstanding;
2009: 27,663,335 issued and 27,611,193 outstanding
|
0.3 | 0.3 | ||||||
Common stock held in treasury, at cost;
2010: 51,445 shares;
2009: 52,142 shares
|
(0.7 | ) | (0.7 | ) | ||||
Additional paid-in capital
|
59.1 | 53.5 | ||||||
Retained earnings
|
73.6 | 44.7 | ||||||
Accumulated other comprehensive loss
|
(39.3 | ) | (36.0 | ) | ||||
Total Stockholders' Equity
|
93.0 | 61.8 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 582.2 | $ | 520.4 |
Year Ended December 31,
|
||||||||||||
(In millions) |
2010
|
2009
|
2008
|
|||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net income
|
$ | 37.3 | $ | 32.8 | $ | 44.2 | ||||||
Loss (income) from discontinued operations, net of income taxes
|
0.6 | - | (0.1 | ) | ||||||||
Income from continuing operations
|
37.9 | 32.8 | 44.1 | |||||||||
Adjustments to reconcile income from continuing operations to cash
provided (required) by operating activities of continuing operations:
|
||||||||||||
Depreciation
|
19.5 | 19.1 | 20.5 | |||||||||
Amortization
|
3.4 | 3.5 | 5.0 | |||||||||
Stock-based compensation
|
7.3 | 7.9 | 8.4 | |||||||||
Pension and other postretirement benefits (income) expense
|
(2.1 | ) | 7.9 | 5.9 | ||||||||
Deferred income taxes
|
8.8 | 6.6 | (1.4 | ) | ||||||||
Other
|
(4.7 | ) | 3.8 | 10.7 | ||||||||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
||||||||||||
Trade receivables, net
|
(54.6 | ) | 13.7 | 4.2 | ||||||||
Inventories
|
3.3 | 22.8 | 17.0 | |||||||||
Accounts payable, trade and other
|
19.1 | (3.4 | ) | (32.0 | ) | |||||||
Advance payments and progress billings
|
(4.8 | ) | (26.5 | ) | (0.4 | ) | ||||||
Accrued pension and other postretirement benefits, net
|
(13.0 | ) | (17.6 | ) | (4.4 | ) | ||||||
Other assets and liabilities, net
|
(2.5 | ) | (16.5 | ) | 4.2 | |||||||
Cash provided by continuing operating activities
|
17.6 | 54.1 | 81.8 | |||||||||
Net cash required by discontinued operating activities
|
(0.1 | ) | - | - | ||||||||
Cash provided by operating activities
|
17.5 | 54.1 | 81.8 | |||||||||
Cash Flows From Investing Activities:
|
||||||||||||
Acquisitions
|
(0.4 | ) | (6.7 | ) | (4.5 | ) | ||||||
Capital expenditures
|
(24.3 | ) | (19.8 | ) | (22.9 | ) | ||||||
Proceeds from disposal of assets
|
1.0 | 1.7 | 2.1 | |||||||||
Cash required by continuing investing activities
|
(23.7 | ) | (24.8 | ) | (25.3 | ) | ||||||
Cash provided by discontinued investing activities
|
- | - | 0.7 | |||||||||
Cash required by investing activities
|
(23.7 | ) | (24.8 | ) | (24.6 | ) | ||||||
Cash Flows From Financing Activities:
|
||||||||||||
Net proceeds from (payments on) credit facilities
|
11.8 | (53.3 | ) | 109.4 | ||||||||
Issuance of long-term debt, net of payments
|
2.9 | - | 75.0 | |||||||||
Distributions to former parent, net
|
- | - | (203.9 | ) | ||||||||
Purchase of stock held in treasury
|
- | - | (0.7 | ) | ||||||||
Dividends paid
|
(8.1 | ) | (7.7 | ) | (1.9 | ) | ||||||
Other | (1.7 | ) | 0.8 | - | ||||||||
Cash provided (required) by financing activities
|
4.9 | (60.2 | ) | (22.1 | ) | |||||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
0.6 | 1.7 | (1.0 | ) | ||||||||
(Decrease) increase in cash and cash equivalents
|
(0.7 | ) | (29.2 | ) | 34.1 | |||||||
Cash and cash equivalents, beginning of period
|
14.4 | 43.6 | 9.5 | |||||||||
Cash and cash equivalents, end of period
|
$ | 13.7 | $ | 14.4 | $ | 43.6 | ||||||
Supplemental Cash Flow Information:
|
||||||||||||
Interest Paid | $ | 7.9 | $ | 8.6 | $ | 1.6 | ||||||
Income taxes paid
|
16.5 | 8.5 | 13.4 |
Accumulated | Comprehensive | |||||||||||||||||||||||||||||||||||
Common | Other | Income | ||||||||||||||||||||||||||||||||||
Common | Stock | Additional | Parent | Comprehensive | for the | |||||||||||||||||||||||||||||||
Stock Issued
|
Held in
|
Paid-In
|
Retained
|
Company
|
Income
|
Total
|
Year
|
|||||||||||||||||||||||||||||
(In millions)
|
Shares
|
Amount
|
Treasury
|
Capital
|
Earnings
|
Investment
|
(Loss)
|
Equity
|
Ended
|
|||||||||||||||||||||||||||
December 31, 2007
|
- | $ | - | $ | - | $ | - | $ | - | $ | 218.3 | $ | (4.1 | ) | $ | 214.2 | $ | 47.7 | ||||||||||||||||||
Net income
|
- | - | - | - | 22.1 | 22.1 | - | 44.2 | 44.2 | |||||||||||||||||||||||||||
Assumption of pension and other
postretirement benefit losses, net
of income taxes of $15.8
|
- | - | - | - | - | - | (24.7 | ) | (24.7 | ) | ||||||||||||||||||||||||||
Net distributions to former parent
|
- | - | - | - | - | (206.6 | ) | - | (206.6 | ) | ||||||||||||||||||||||||||
Issuance of common stock
|
27.6 | 0.3 | - | 38.6 | - | (38.9 | ) | - | - | |||||||||||||||||||||||||||
Purchase of treasury stock
|
(0.1 | ) | - | (0.8 | ) | - | - | - | - | (0.8 | ) | |||||||||||||||||||||||||
Common stock cash dividends
|
- | - | - | - | (1.9 | ) | - | - | (1.9 | ) | ||||||||||||||||||||||||||
Foreign currency translation adjustments
|
- | - | - | - | - | - | (2.2 | ) | (2.2 | ) | (2.2 | ) | ||||||||||||||||||||||||
Derivatives designated as hedges,
net of income taxes of $1.1
|
- | - | - | - | - | - | (1.8 | ) | (1.8 | ) | (1.8 | ) | ||||||||||||||||||||||||
Pension and other postretirement
liability adjustments, net of income
taxes of $23.6
|
- | - | - | - | - | - | (37.6 | ) | (37.6 | ) | (37.6 | ) | ||||||||||||||||||||||||
Stock-based compensation expense
|
- | - | - | 3.3 | - | 5.1 | - | 8.4 | ||||||||||||||||||||||||||||
December 31, 2008
|
27.5 | $ | 0.3 | $ | (0.8 | ) | $ | 41.9 | $ | 20.2 | $ | - | $ | (70.4 | ) | $ | (8.8 | ) | $ | 2.6 | ||||||||||||||||
Net income
|
- | - | - | - | 32.8 | - | - | 32.8 | $ | 32.8 | ||||||||||||||||||||||||||
Issuance of common stock
|
0.1 | - | - | 0.2 | - | - | - | 0.2 | ||||||||||||||||||||||||||||
Excess tax benefits on stock-based
payment arrangements
|
- | - | - | 0.9 | - | - | - | 0.9 | ||||||||||||||||||||||||||||
Dividends on stock-based
payment arrangements
|
- | - | - | - | (0.6 | ) | - | - | (0.6 | ) | ||||||||||||||||||||||||||
Net sales of common stock for
employee benefit trust, at cost
|
- | - | 0.1 | 0.1 | - | - | - | 0.2 | ||||||||||||||||||||||||||||
Common stock cash dividends
|
- | - | - | - | (7.7 | ) | - | - | (7.7 | ) | ||||||||||||||||||||||||||
Foreign currency translation adjustments
|
- | - | - | - | - | - | 12.3 | 12.3 | 12.3 | |||||||||||||||||||||||||||
Derivatives designated as hedges, net
of income taxes of $0.9
|
- | - | - | - | - | - | 1.5 | 1.5 | 1.5 | |||||||||||||||||||||||||||
Pension and other postretirement
liability adjustments, net of income
taxes of $13.2
|
- | - | - | - | - | - | 20.6 | 20.6 | 20.6 | |||||||||||||||||||||||||||
Stock-based compensation expense
|
- | - | - | 7.9 | - | - | - | 7.9 | ||||||||||||||||||||||||||||
Adjustments related to the Separation
from former parent
|
- | - | - | 2.5 | - | - | - | 2.5 | ||||||||||||||||||||||||||||
December 31, 2009
|
27.6 | $ | 0.3 | $ | (0.7 | ) | $ | 53.5 | $ | 44.7 | $ | - | $ | (36.0 | ) | $ | 61.8 | $ | 67.2 | |||||||||||||||||
Net income
|
- | - | - | - | 37.3 | - | - | 37.3 | $ | 37.3 | ||||||||||||||||||||||||||
Issuance of common stock
|
0.6 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
Taxes withheld on issuance of
stock-based awards
|
- | - | - | (3.5 | ) | - | - | - | (3.5 | ) | ||||||||||||||||||||||||||
Excess tax benefits on stock-based
payment arrangements
|
- | - | - | 1.8 | - | - | - | 1.8 | ||||||||||||||||||||||||||||
Dividends on stock-based
payment arrangements
|
- | - | - | - | (0.5 | ) | - | - | (0.5 | ) | ||||||||||||||||||||||||||
Common stock cash dividends
|
- | - | - | - | (7.9 | ) | - | - | (7.9 | ) | ||||||||||||||||||||||||||
Foreign currency translation adjustments
|
- | - | - | - | - | - | 3.1 | 3.1 | 3.1 | |||||||||||||||||||||||||||
Derivatives designated as hedges,
net of income taxes of $0.0
|
- | - | - | - | - | - | 0.1 | 0.1 | 0.1 | |||||||||||||||||||||||||||
Pension and other postretirement
liability adjustments, net of income taxes of $4.3
|
- | - | - | - | - | - | (6.5 | ) | (6.5 | ) | (6.5 | ) | ||||||||||||||||||||||||
Stock-based compensation expense
|
- | - | - | 7.3 | - | - | - | 7.3 | ||||||||||||||||||||||||||||
December 31, 2010
|
28.2 | $ | 0.3 | $ | (0.7 | ) | $ | 59.1 | $ | 73.6 | $ | - | $ | (39.3 | ) | $ | 93.0 | $ | 34.0 |
•
|
there is evidence of a customer arrangement with a fixed or determinable fee,
|
|
|
•
|
delivery has occurred, and
|
|
•
|
there is reasonable assurance of collectibility.
|
(In millions)
|
2010
|
2009
|
2008
|
|||||||||
Revenue
|
$ | - | $ | - | $ | 0.6 | ||||||
Loss before income taxes
|
(0.9 | ) | - | (0.1 | ) | |||||||
Income tax benefit
|
0.3 | - | 0.3 | |||||||||
Loss on disposition of discontinued operations, net of taxes
|
- | - | (0.1 | ) | ||||||||
(Loss) income from discontinued operations
|
$ | (0.6 | ) | $ | - | $ | 0.1 |
(In millions)
|
2010
|
2009
|
||||||
Raw materials
|
$ | 65.8 | $ | 61.7 | ||||
Work in process
|
29.8 | 28.5 | ||||||
Finished goods
|
69.6 | 74.6 | ||||||
Gross inventories before LIFO reserves and valuation adjustments
|
165.2 | 164.8 | ||||||
LIFO reserves and valuation adjustments
|
(58.5 | ) | (57.8 | ) | ||||
Net inventories
|
$ | 106.7 | $ | 107.0 |
(In millions)
|
2010
|
2009
|
||||||
Land and land improvements
|
$ | 7.0 | $ | 6.9 | ||||
Buildings
|
59.0 | 57.6 | ||||||
Machinery and equipment
|
280.4 | 274.3 | ||||||
Construction in process
|
7.8 | 5.8 | ||||||
354.2 | 344.6 | |||||||
Accumulated depreciation
|
(225.5 | ) | (218.1 | ) | ||||
Property, plant and equipment, net
|
$ | 128.7 | $ | 126.5 |
(In millions)
|
JBT FoodTech
|
JBT AeroTech
|
Total
|
|||||||||
Balance as of January 1, 2009
|
$ | 18.7 | $ | 8.0 | $ | 26.7 | ||||||
Acquisitions
|
1.1 | - | 1.1 | |||||||||
Currency translation
|
0.4 | 0.1 | 0.5 | |||||||||
Adjustments
|
(0.1 | ) | - | (0.1 | ) | |||||||
Balance as of December 31, 2009
|
20.1 | 8.1 | 28.2 | |||||||||
Acquisitions
|
- | - | - | |||||||||
Currency translation
|
0.3 | (0.1 | ) | 0.2 | ||||||||
Adjustments
|
- | - | - | |||||||||
Balance as of December 31, 2010
|
$ | 20.4 | $ | 8.0 | $ | 28.4 |
2010
|
2009
|
|||||||||||||||
(In millions)
|
Gross carrying
amount
|
Accumulated
amortization
|
Gross carrying
amount
|
Accumulated
amortization
|
||||||||||||
Customer lists
|
$ | 17.3 | $ | 8.2 | $ | 16.9 | $ | 7.4 | ||||||||
Patents and acquired technology
|
25.4 | 24.2 | 24.5 | 23.2 | ||||||||||||
Trademarks
|
15.7 | 6.3 | 15.3 | 5.8 | ||||||||||||
Other
|
1.2 | 1.0 | 1.3 | 0.8 | ||||||||||||
Total intangible assets
|
$ | 59.6 | $ | 39.7 | $ | 58.0 | $ | 37.2 |
(In millions)
|
2010
|
2009
|
||||||
6.66% senior unsecured notes due July 31, 2015
|
$ | 75.0 | $ | 75.0 | ||||
Revolving credit facility, due 2013
|
68.7 | 56.8 | ||||||
4.5% Brazilian Real loan due December 31, 2012
|
3.2 | - | ||||||
Other
|
0.2 | 0.4 | ||||||
Total debt
|
147.1 | 132.2 | ||||||
Less: current portion
|
(1.7 | ) | (0.4 | ) | ||||
Long-term debt, less current portion
|
$ | 145.4 | $ | 131.8 |
(In millions)
|
2010
|
2009
|
2008
|
|||||||||
Domestic
|
$ | 38.6 | $ | 17.4 | $ | 37.4 | ||||||
Foreign
|
20.7 | 31.5 | 29.1 | |||||||||
Income before income taxes
|
$ | 59.3 | $ | 48.9 | $ | 66.5 |
(In millions)
|
2010
|
2009
|
2008
|
|||||||||
Current:
|
||||||||||||
Federal
|
$ | 4.8 | $ | 1.8 | $ | 7.9 | ||||||
State
|
0.8 | 0.6 | 1.8 | |||||||||
Foreign
|
7.0 | 7.1 | 14.1 | |||||||||
Total current
|
12.6 | 9.5 | 23.8 | |||||||||
Deferred:
|
||||||||||||
Increase (decrease) in the valuation allowance for deferred tax assets
|
0.2 | (1.1 | ) | (0.6 | ) | |||||||
Other deferred tax expense (benefit), net
|
8.6 | 7.7 | (0.8 | ) | ||||||||
Total deferred
|
8.8 | 6.6 | (1.4 | ) | ||||||||
Provision for income taxes
|
$ | 21.4 | $ | 16.1 | $ | 22.4 |
(In millions)
|
2010
|
2009
|
||||||
Deferred tax assets attributable to:
|
||||||||
Accrued pension and and other postretirement benefits
|
$ | 21.9 | $ | 22.7 | ||||
Accrued expenses and accounts receivable allowances
|
13.4 | 14.6 | ||||||
Net operating loss carryforwards
|
6.3 | 6.6 | ||||||
Inventories
|
6.8 | 5.3 | ||||||
Stock-based compensation
|
4.4 | 4.0 | ||||||
Foreign tax credit carryforward
|
3.4 | 3.2 | ||||||
Deferred tax asset
|
56.2 | 56.4 | ||||||
Valuation allowance
|
(2.0 | ) | (2.1 | ) | ||||
Deferred tax assets, net of valuation allowance
|
54.2 | 54.3 | ||||||
Deferred tax liabilities attributable to:
|
||||||||
Liquidation of subsidiary for income tax purposes
|
13.3 | 13.3 | ||||||
Property, plant and equipment, goodwill and other assets
|
13.9 | 12.6 | ||||||
Foreign exchange
|
2.3 | 0.3 | ||||||
Deferred tax liabilities
|
29.5 | 26.2 | ||||||
Net deferred tax assets
|
$ | 24.7 | $ | 28.1 |
(In millions)
|
2010
|
2009
|
2008
|
|||||||||
Statutory U.S. federal tax rate
|
35 | % | 35 | % | 35 | % | ||||||
Net difference resulting from:
|
||||||||||||
Foreign earnings subject to different tax rates
|
(2 | ) | (4 | ) | (3 | ) | ||||||
Nondeductible expenses
|
2 | 2 | 1 | |||||||||
State income taxes
|
3 | 2 | 2 | |||||||||
Foreign tax credits
|
(2 | ) | (2 | ) | (1 | ) | ||||||
Change in valuation allowance
|
- | (2 | ) | - | ||||||||
Other
|
- | 2 | - | |||||||||
Total difference
|
1 | (2 | ) | (1 | ) | |||||||
Effective income tax rate
|
36 | % | 33 | % | 34 | % |
United States
|
2008 – 2010
|
|
Sweden
|
2005 – 2010
|
|
Brazil
|
2008 – 2010
|
Other
|
||||||||||||||||
postretirement
|
||||||||||||||||
Pensions
|
benefits
|
|||||||||||||||
(In millions)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
Accumulated benefit obligation
|
$ | 270.0 | $ | 245.1 | ||||||||||||
Projected benefit obligation at January 1
|
$ | 250.7 | $ | 252.9 | $ | 7.3 | $ | 7.4 | ||||||||
Service cost
|
1.3 | 8.4 | 0.1 | 0.1 | ||||||||||||
Interest cost
|
14.2 | 15.1 | 0.4 | 0.4 | ||||||||||||
Actuarial loss (gain)
|
20.8 | 8.4 | 0.3 | (0.1 | ) | |||||||||||
Curtailment of US pension plans
|
- | (25.6 | ) | - | - | |||||||||||
Settlements
|
(0.9 | ) | (1.3 | ) | - | - | ||||||||||
Special termination benefits
|
- | 0.2 | - | - | ||||||||||||
Plan participants' contributions
|
0.2 | 0.2 | - | - | ||||||||||||
Benefits paid
|
(11.1 | ) | (9.3 | ) | (0.4 | ) | (0.5 | ) | ||||||||
Currency translation adjustments
|
- | 1.7 | - | - | ||||||||||||
Projected benefit obligation at December 31
|
$ | 275.2 | $ | 250.7 | $ | 7.7 | $ | 7.3 | ||||||||
Fair value of plan assets at January 1
|
$ | 178.8 | $ | 139.1 | $ | - | $ | - | ||||||||
Company contributions
|
12.7 | 16.4 | 0.4 | 0.5 | ||||||||||||
Actual return on plan assets
|
28.4 | 32.9 | - | - | ||||||||||||
Plan participants' contributions
|
0.2 | 0.2 | - | - | ||||||||||||
Benefits paid
|
(11.9 | ) | (10.6 | ) | (0.4 | ) | (0.5 | ) | ||||||||
Currency translation adjustments
|
(0.7 | ) | 0.8 | - | - | |||||||||||
Fair value of plan assets at December 31
|
$ | 207.5 | $ | 178.8 | $ | - | $ | - | ||||||||
Funded status of the plans (liability) at December 31
|
$ | (67.7 | ) | $ | (71.9 | ) | $ | (7.7 | ) | $ | (7.3 | ) | ||||
Current portion of accrued pension and other postretirement benefits*
|
$ | (1.9 | ) | $ | (1.6 | ) | $ | (0.5 | ) | $ | (0.5 | ) | ||||
Accrued pension and other postretirement benefits, net of current portion
|
(65.8 | ) | (70.3 | ) | (7.2 | ) | (6.8 | ) | ||||||||
Funded status recognized in the consolidated balance sheet at December 31, 2010 and 2009
|
$ | (67.7 | ) | $ | (71.9 | ) | $ | (7.7 | ) | $ | (7.3 | ) | ||||
Amounts recognized in accumulated other comprehensive (income) loss:
|
||||||||||||||||
Unrecognized actuarial loss (gain)
|
$ | 82.8 | $ | 73.2 | $ | (0.1 | ) | $ | (0.4 | ) | ||||||
Unrecognized prior service cost (credit)
|
0.5 | 0.5 | (2.0 | ) | (2.9 | ) | ||||||||||
Accumulated other comprehensive loss (income) at December 31
|
$ | 83.3 | $ | 73.7 | $ | (2.1 | ) | $ | (3.3 | ) | ||||||
Plans with underfunded or non-funded projected benefit obligation:
|
||||||||||||||||
Aggregate projected benefit obligation
|
$ | 275.2 | $ | 250.7 | $ | 7.7 | $ | 7.3 | ||||||||
Aggregate fair value of plan assets
|
207.5 | 178.8 | - | - | ||||||||||||
Plans with underfunded or non-funded accumulated benefit obligation:
|
||||||||||||||||
Aggregate accumulated benefit obligation
|
$ | 270.0 | $ | 245.1 | ||||||||||||
Aggregate fair value of plan assets
|
207.5 | 178.8 |
Other postretirement
|
||||||||||||||||||||||||
Pensions
|
benefits
|
|||||||||||||||||||||||
(In millions)
|
2010
|
2009
|
2008
|
2010
|
2009
|
2008
|
||||||||||||||||||
Service cost
|
$ | 1.3 | $ | 8.4 | $ | 4.4 | $ | 0.1 | $ | 0.1 | $ | 0.1 | ||||||||||||
Interest cost
|
14.2 | 15.1 | 8.1 | 0.4 | 0.4 | 0.2 | ||||||||||||||||||
Expected return on plan assets
|
(18.2 | ) | (17.5 | ) | (9.1 | ) | - | - | - | |||||||||||||||
Curtailment gain
|
- | (0.8 | ) | - | - | - | - | |||||||||||||||||
Settlement charge
|
0.4 | 0.5 | - | - | - | - | ||||||||||||||||||
Special termination benefit charge
|
- | 0.2 | - | - | - | - | ||||||||||||||||||
Amortization of prior service credit
|
- | (0.1 | ) | - | (0.9 | ) | (0.9 | ) | (0.5 | ) | ||||||||||||||
Amortization of net actuarial loss (gain)
|
0.6 | 2.5 | 0.2 | - | - | (0.1 | ) | |||||||||||||||||
Pre-Separation allocation from FMC Technologies
|
- | - | 2.8 | - | - | (0.2 | ) | |||||||||||||||||
Total (income) costs
|
$ | (1.7 | ) | $ | 8.3 | $ | 6.4 | $ | (0.4 | ) | $ | (0.4 | ) | $ | (0.5 | ) |
Other
postretirement
|
||||||||
(In millions)
|
Pensions
|
benefits
|
||||||
Actuarial loss arising during the year
|
$ | 10.6 | $ | 0.3 | ||||
Amortization of net actuarial loss
|
(1.0 | ) | - | |||||
Amortization of prior service credit
|
- | 0.9 | ||||||
Total loss recognized in other comprehensive loss
|
$ | 9.6 | $ | 1.2 |
Other postretirement | ||||||||||||||||
Pensions
|
benefits
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Discount rate
|
5.31 | % | 5.80 | % | 5.45 | % | 6.00 | % | ||||||||
Rate of compensation increase
|
3.45 | % | 3.48 | % | - | - |
Other postretirement
|
||||||||||||||||||||||||
Pensions
|
benefits
|
|||||||||||||||||||||||
2010
|
2009
|
2008
|
2010
|
2009
|
2008
|
|||||||||||||||||||
Discount rate
|
5.81 | % | 6.05 | % | 6.51 | % | 6.00 | % | 6.35 | % | 6.75 | % | ||||||||||||
Rate of compensation increase
|
3.45 | % | 3.94 | % | 3.94 | % | - | - | - | |||||||||||||||
Expected rate of return on plan assets
|
8.58 | % | 8.60 | % | 8.55 | % | - | - | - |
Target
|
2010
|
2009
|
||||||||||
Equity
|
30% - 70 | % | 49 | % | 69 | % | ||||||
Fixed income
|
20% - 40 | % | 28 | % | 17 | % | ||||||
Real estate and other
|
10% - 30 | % | 20 | % | 8 | % | ||||||
Cash
|
0% - 10 | % | 3 | % | 6 | % | ||||||
100 | % | 100 | % | 100 | % |
As of December 31, 2010
|
As of December 31, 2009
|
|||||||||||||||||||||||||||||||
(In millions)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||||||||||||
Cash and cash equivalents
|
$ | 6.8 | $ | 6.8 | $ | - | $ | - | $ | 11.9 | $ | 11.9 | $ | - | $ | - | ||||||||||||||||
Equity securities
|
||||||||||||||||||||||||||||||||
Large cap (1)
|
60.6 | - | 60.6 | - | 79.8 | 49.8 | 30.0 | - | ||||||||||||||||||||||||
Small cap (2)
|
40.1 | 40.1 | - | - | 43.7 | 43.7 | - | - | ||||||||||||||||||||||||
Fixed income securities
|
||||||||||||||||||||||||||||||||
Government securities (3)
|
36.4 | - | 36.4 | - | 15.4 | - | 15.4 | - | ||||||||||||||||||||||||
Corporate bonds (4)
|
22.3 | 5.4 | 16.9 | - | 14.4 | 8.4 | 6.0 | - | ||||||||||||||||||||||||
Real estate and other investments (5)
|
41.3 | 30.9 | 10.4 | - | 13.6 | 8.7 | 4.9 | - | ||||||||||||||||||||||||
Total assets at fair value
|
$ | 207.5 | $ | 83.2 | $ | 124.3 | $ | - | $ | 178.8 | $ | 122.5 | $ | 56.3 | $ | - |
(1)
|
Includes large cap equity securities and funds that invest primarily in large cap equity securities.
|
(2)
|
Includes small cap equity securities and funds that invest primarily in small cap equity securities.
|
(3)
|
Includes U.S. government securities and funds that invest primarily in U.S. government bonds, including treasury inflation protected securities.
|
(4)
|
Includes investment grade bonds, high yield bonds and mortgage-backed fixed income securities and funds that invest in such securities.
|
(5)
|
Includes funds that invest primarily in REITs, funds that invest in commodities and investments in insurance contracts held by one of our foreign pension plans.
|
Other postretirement
|
||||||||
(In millions)
|
Pensions
|
benefits
|
||||||
2011
|
$ | 11.6 | $ | 0.6 | ||||
2012
|
12.9 | 0.6 | ||||||
2013
|
13.4 | 0.6 | ||||||
2014
|
15.1 | 0.7 | ||||||
2015
|
14.6 | 0.7 | ||||||
2016-2020
|
82.3 | 3.4 |
(In millions)
|
2010
|
2009
|
2008
|
|||||||||
Stock-based compensation expense
|
$ | 7.3 | $ | 7.9 | $ | 8.4 | ||||||
Tax benefit recorded in consolidated and combined statements of income
|
$ | 2.5 | $ | 2.6 | $ | 3.2 |
Weighted-Average
|
||||||||
Grant-Date
|
||||||||
Shares
|
Fair Value
|
|||||||
Nonvested at December 31, 2009
|
1,991,713 | $ | 10.22 | |||||
Granted
|
371,894 | $ | 16.75 | |||||
Vested
|
(743,864 | ) | $ | 7.90 | ||||
Forfeited
|
(31,560 | ) | $ | 12.05 | ||||
Nonvested at December 31, 2010
|
1,588,183 | $ | 12.81 |
Weighted-
|
||||||||||||||||
Weighted-
|
Average
|
|||||||||||||||
Shares
|
Average
|
Remaining
|
Aggregate
|
|||||||||||||
Under
|
Exercise
|
Contractual
|
Intrinsic
|
|||||||||||||
(Intrinsic value in millions)
|
Option
|
Price
|
Term (Years)
|
Value
|
||||||||||||
Outstanding and exercisable at December 31, 2009
|
107,289 | $ | 2.53 | 3.3 | $ | 1.6 | ||||||||||
Exercised
|
(33,303 | ) | $ | 2.18 | ||||||||||||
Outstanding and exercisable at December 31, 2010
|
73,986 | $ | 2.69 | 2.8 | $ | 1.3 |
Common
|
||||||||
Common
|
stock held in
|
|||||||
stock issued
|
treasury
|
|||||||
December 31, 2009
|
27,663,335 | 52,142 | ||||||
Options exercised
|
32,606 | (697 | ) | |||||
Stock awards
|
541,338 | - | ||||||
December 31, 2010
|
28,237,279 | 51,445 |
(In millions)
|
2010
|
2009
|
||||||
Cumulative foreign currency translation adjustments
|
$ | 11.1 | $ | 8.0 | ||||
Cumulative deferral of hedging net losses, net of tax of $0.3 in 2010 and 2009
|
(0.4 | ) | (0.5 | ) | ||||
Cumulative deferral of pension net losses, net of tax of $31.2 in 2010 and $26.9 in 2009
|
(50.0 | ) | (43.5 | ) | ||||
Accumulated other comprehensive loss
|
$ | (39.3 | ) | $ | (36.0 | ) |
(In millions, except per share data)
|
2010
|
2009
|
2008
|
|||||||||
Basic earnings per share:
|
||||||||||||
Income from continuing operations
|
$ | 37.9 | $ | 32.8 | $ | 44.1 | ||||||
Weighted average number of shares outstanding
|
28.3 | 27.6 | 27.5 | |||||||||
Basic earnings per share from continuing operations
|
$ | 1.34 | $ | 1.19 | $ | 1.60 | ||||||
Diluted earnings per share:
|
||||||||||||
Income from continuing operations
|
$ | 37.9 | $ | 32.8 | $ | 44.1 | ||||||
Weighted average number of shares outstanding
|
28.3 | 27.6 | 27.5 | |||||||||
Effect of dilutive securities:
|
||||||||||||
Options on common stock
|
0.0 | 0.1 | 0.1 | |||||||||
Restricted stock
|
0.8 | 0.9 | 0.2 | |||||||||
Total shares and dilutive securities
|
29.1 | 28.6 | 27.8 | |||||||||
Diluted earnings per share from continuing operations
|
$ | 1.30 | $ | 1.15 | $ | 1.59 |
As of December 31, 2010
|
As of December 31, 2009
|
|||||||||||||||
(In millions)
|
Asset
Derivatives (1)
|
Liability
Derivatives (2)
|
Asset
Derivatives (1)
|
Liability
Derivatives (2)
|
||||||||||||
Derivatives designated as hedging instruments:
|
||||||||||||||||
Interest rate swap contract
|
$ | - | $ | 0.2 | $ | - | $ | 1.2 | ||||||||
Foreign exchange contracts
|
- | 0.4 | 0.1 | - | ||||||||||||
Total derivatives designated as hedging instruments
|
- | 0.6 | 0.1 | 1.2 | ||||||||||||
Derivatives not designated as hedging instruments:
|
||||||||||||||||
Foreign exchange contracts
|
11.9 | 8.2 | 5.4 | 7.7 | ||||||||||||
Total derivatives not designated as hedging instruments
|
$ | 11.9 | $ | 8.2 | $ | 5.4 | $ | 7.7 |
(1)
|
Included in other current assets and other assets in the consolidated balance sheets.
|
(2)
|
Included in other current liabilities and other liabilities in the consolidated balance sheets.
|
Derivatives designated as cash flow hedges
|
Amount of Gain (Loss)
Recognized in OCI
on Derivatives (1)
|
Location of Gain (Loss)
Reclassified from AOCI
into Income
|
Amount of Gain (Loss)
Reclassified from AOCI into Income (1)
|
||||||||||||||
(In millions)
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Interest rate swap contract
|
$ | (0.1 | ) | $ | (1.0 | ) |
Net interest expense
|
$ | (0.7 | ) | $ | (1.4 | ) | ||||
Foreign exchange contracts
|
(0.4 | ) | 0.6 |
Revenue
|
- | (1.4 | ) | ||||||||||
Total
|
$ | (0.5 | ) | $ | (0.4 | ) | $ | (0.7 | ) | $ | (2.8 | ) |
(1)
|
For the years ended December 31, 2010 and 2009, we recorded in other (expense) 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
|
|||||||||
(In millions)
|
2010
|
2009
|
|||||||||
Foreign exchange contracts
|
Revenue
|
$ | 12.2 | $ | 8.6 | ||||||
Foreign exchange contracts
|
Cost of sales
|
(1.6 | ) | (1.2 | ) | ||||||
Foreign exchange contracts
|
Other income (expense), net
|
0.3 | 0.5 | ||||||||
Total
|
10.9 | 7.9 | |||||||||
Remeasurement of assets and liabilities in foreign currencies
|
(3.2 | ) | (1.6 | ) | |||||||
Net gain on foreign currency transactions
|
$ | 7.7 | $ | 6.3 |
|
•
|
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.
|
As of December 31, 2010
|
As of December 31, 2009
|
|||||||||||||||||||||||||||||||
(In millions)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||
Investments
|
$ | 9.9 | $ | 9.9 | $ | - | $ | - | $ | 10.9 | $ | 10.9 | $ | - | $ | - | ||||||||||||||||
Derivatives
|
11.9 | - | 11.9 | - | 5.5 | - | 5.5 | - | ||||||||||||||||||||||||
Total assets
|
$ | 21.8 | $ | 9.9 | $ | 11.9 | $ | - | $ | 16.4 | $ | 10.9 | $ | 5.5 | $ | - | ||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||
Derivatives
|
$ | 8.8 | $ | - | $ | 8.8 | $ | - | $ | 8.9 | $ | - | $ | 8.9 | $ | - |
2010
|
2009
|
|||||||||||||||
(In millions)
|
Carrying
Value
|
Estimated
Fair Value
|
Carrying
Value
|
Estimated
Fair Value
|
||||||||||||
6.66% senior unsecured notes due July 31, 2015
|
$ | 75.0 | $ | 84.8 | $ | 75.0 | $ | 83.8 | ||||||||
Revolving credit facility, due 2013
|
68.7 | 68.7 | 56.8 | 56.8 | ||||||||||||
4.5% Brazilian Real loan due December 31, 2012
|
3.2 | 2.8 | - | - | ||||||||||||
Other
|
0.2 | 0.2 | 0.4 | 0.4 |
(In millions)
|
2010
|
2009
|
||||||
Balance at beginning of year
|
$ | 7.3 | $ | 9.8 | ||||
Expenses for new warranties
|
8.0 | 8.9 | ||||||
Adjustments to existing accruals
|
(0.1 | ) | (0.9 | ) | ||||
Claims paid
|
(7.2 | ) | (10.5 | ) | ||||
Balance at end of year
|
$ | 8.0 | $ | 7.3 |
(In millions)
|
Total
Amount
|
2011
|
2012
|
2013
|
2014
|
2015
|
After
2015
|
|||||||||||||||||||||
Operating lease obligations
|
$ | 16.4 | $ | 4.9 | $ | 4.1 | $ | 2.9 | $ | 2.1 | $ | 2.0 | $ | 0.4 |
•
|
JBT FoodTech—designs, manufactures and services technologically sophisticated food processing systems used for, among other things, fruit juice production, frozen food production, in-container food production and convenience food preparation by the food industry.
|
•
|
JBT AeroTech—designs, manufactures and services technologically sophisticated ground support equipment, airport gate equipment, automated systems and services for airport authorities, airlines, airfreight, ground handling companies, the military and other industries.
|
(In millions)
|
2010
|
2009
|
2008
|
|||||||||
Revenue
|
||||||||||||
JBT FoodTech
|
$ | 520.8 | $ | 515.8 | $ | 584.0 | ||||||
JBT AeroTech
|
351.2 | 320.7 | 446.9 | |||||||||
Other revenue (1) and intercompany eliminations
|
8.4 | 5.1 | (2.8 | ) | ||||||||
Total revenue
|
$ | 880.4 | $ | 841.6 | $ | 1,028.1 | ||||||
Income before income taxes
|
||||||||||||
Segment operating profit:
|
||||||||||||
JBT FoodTech
|
$ | 55.8 | $ | 52.4 | $ | 61.1 | ||||||
JBT AeroTech
|
28.6 | 27.2 | 38.5 | |||||||||
Total segment operating profit
|
84.4 | 79.6 | 99.6 | |||||||||
Corporate items:
|
||||||||||||
Corporate expense (2)
|
(17.3 | ) | (15.4 | ) | (15.0 | ) | ||||||
Other expense, net (1)
|
- | (6.5 | ) | (14.3 | ) | |||||||
Net interest expense
|
(7.8 | ) | (8.8 | ) | (3.8 | ) | ||||||
Total corporate items
|
(25.1 | ) | (30.7 | ) | (33.1 | ) | ||||||
Income from continuing operations before income taxes
|
59.3 | 48.9 | 66.5 | |||||||||
Provision for income taxes
|
21.4 | 16.1 | 22.4 | |||||||||
Income from continuing operations
|
37.9 | 32.8 | 44.1 | |||||||||
(Loss) gain from discontinued operations, net of income taxes
|
(0.6 | ) | - | 0.1 | ||||||||
Net income
|
$ | 37.3 | $ | 32.8 | $ | 44.2 |
(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, restructuring costs, foreign exchange gains and losses, and the impact of unusual or strategic transactions not representative of segment operations. Restructuring costs included in other expense, net were:
|
(in millions)
|
2010
|
2009
|
2008
|
|||||||||
JBT FoodTech
|
$ | 0.8 | $ | 1.8 | $ | 0.9 | ||||||
JBT AeroTech
|
2.9 | 2.1 | - | |||||||||
Total
|
$ | 3.7 | $ | 3.9 | $ | 0.9 |
(2)
|
Corporate expense primarily includes corporate staff expenses.
|
(In millions)
|
2010
|
2009
|
||||||
Segment operating capital employed (1):
|
||||||||
JBT FoodTech
|
$ | 194.9 | $ | 186.6 | ||||
JBT AeroTech
|
142.3 | 109.6 | ||||||
Total segment operating capital employed
|
337.2 | 296.2 | ||||||
Segment liabilities included in total segment operating capital employed (2)
|
213.2 | 197.1 | ||||||
Corporate (3)
|
31.8 | 27.1 | ||||||
Total assets
|
$ | 582.2 | $ | 520.4 | ||||
Segment assets:
|
||||||||
JBT FoodTech
|
$ | 343.8 | $ | 333.5 | ||||
JBT AeroTech
|
207.3 | 160.5 | ||||||
Intercompany eliminations
|
(0.7 | ) | (0.7 | ) | ||||
Total segment assets
|
550.4 | 493.3 | ||||||
Corporate (3)
|
31.8 | 27.1 | ||||||
Total assets
|
$ | 582.2 | $ | 520.4 |
(1)
|
Management views segment operating capital employed, which consists of assets, net of its liabilities, as the primary measure of segment capital. Segment operating capital employed excludes debt, pension liabilities, income taxes and LIFO inventory reserves.
|
(2)
|
Segment liabilities included in total segment operating capital employed consist of trade and other accounts payable, advance progress payments, accrued payroll and other liabilities.
|
(3)
|
Corporate includes cash, LIFO inventory reserves, deferred income tax balances, derivatives, investments, property, plant and equipment not associated with a specific segment and pension assets.
|
(In millions)
|
2010
|
2009
|
2008
|
|||||||||
Revenue (by location of customers):
|
||||||||||||
United States
|
$ | 445.1 | $ | 412.5 | $ | 485.5 | ||||||
All other countries
|
435.3 | 429.1 | 542.6 | |||||||||
Total revenue | $ | 880.4 | $ | 841.6 | $ | 1,028.1 |
(In millions)
|
2010
|
2009
|
2008
|
|||||||||
Long-lived assets:
|
||||||||||||
United States
|
$ | 114.4 | $ | 112.1 | $ | 109.4 | ||||||
Sweden
|
20.1 | 20.0 | 18.7 | |||||||||
Brazil
|
19.0 | 19.8 | 16.2 | |||||||||
All other countries
|
39.5 | 41.9 | 34.2 | |||||||||
Total long-lived assets | $ | 193.0 | $ | 193.8 | $ | 178.5 |
Research and
|
||||||||||||||||||||||||||||||||||||
Capital Expenditures
|
Depreciation and Amortization
|
Development Expense
|
||||||||||||||||||||||||||||||||||
(In millions)
|
2010
|
2009
|
2008
|
2010
|
2009
|
2008
|
2010
|
2009
|
2008
|
|||||||||||||||||||||||||||
JBT FoodTech
|
$ | 19.5 | $ | 17.9 | $ | 19.4 | $ | 19.1 | $ | 19.0 | $ | 22.6 | $ | 11.4 | $ | 10.1 | $ | 13.4 | ||||||||||||||||||
JBT AeroTech
|
1.0 | 1.4 | 2.5 | 2.9 | 2.9 | 2.4 | 6.1 | 7.0 | 8.6 | |||||||||||||||||||||||||||
Corporate
|
3.8 | 0.5 | 1.0 | 0.9 | 0.7 | 0.5 | - | - | - | |||||||||||||||||||||||||||
Total
|
$ | 24.3 | $ | 19.8 | $ | 22.9 | $ | 22.9 | $ | 22.6 | $ | 25.5 | $ | 17.5 | $ | 17.1 | $ | 22.0 |
(In millions, except per share data
|
2010
|
2009
|
||||||||||||||||||||||||||||||
and common stock prices)
|
4th Qtr.
|
3rd Qtr.
|
2nd Qtr.
|
1st Qtr.
|
4th Qtr.
|
3rd Qtr.
|
2nd Qtr.
|
1st Qtr.
|
||||||||||||||||||||||||
Revenue
|
$ | 286.6 | $ | 216.5 | $ | 208.3 | $ | 169.0 | $ | 246.0 | $ | 196.4 | $ | 230.2 | $ | 169.0 | ||||||||||||||||
Cost of sales
|
213.2 | 160.3 | 153.9 | 122.1 | 185.5 | 142.4 | 171.2 | 122.1 | ||||||||||||||||||||||||
Income from continuing operations
|
16.4 | 9.4 | 8.2 | 3.9 | 10.6 | 8.4 | 9.7 | 4.1 | ||||||||||||||||||||||||
(Loss) income from discontinued
|
||||||||||||||||||||||||||||||||
operations, net of tax
|
(0.6 | ) | - | (0.1 | ) | 0.1 | 0.1 | (0.1 | ) | - | - | |||||||||||||||||||||
Net income
|
$ | 15.8 | $ | 9.4 | $ | 8.1 | $ | 4.0 | $ | 10.7 | $ | 8.3 | $ | 9.7 | $ | 4.1 | ||||||||||||||||
Basic earnings per share:
|
||||||||||||||||||||||||||||||||
Income from continuing operations
|
$ | 0.58 | $ | 0.33 | $ | 0.29 | $ | 0.14 | $ | 0.39 | $ | 0.30 | $ | 0.35 | $ | 0.15 | ||||||||||||||||
Loss from discontinued operations,
net of tax
|
(0.02 | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||
Net income
|
$ | 0.56 | $ | 0.33 | $ | 0.29 | $ | 0.14 | $ | 0.39 | $ | 0.30 | $ | 0.35 | $ | 0.15 | ||||||||||||||||
Diluted earnings per share:
|
||||||||||||||||||||||||||||||||
Income from continuing operations
|
$ | 0.56 | $ | 0.32 | $ | 0.28 | $ | 0.14 | $ | 0.37 | $ | 0.29 | $ | 0.34 | $ | 0.15 | ||||||||||||||||
Loss from discontinued operations,
net of tax
|
(0.02 | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||
Net income
|
$ | 0.54 | $ | 0.32 | $ | 0.28 | $ | 0.14 | $ | 0.37 | $ | 0.29 | $ | 0.34 | $ | 0.15 | ||||||||||||||||
Weighted average shares outstanding
|
||||||||||||||||||||||||||||||||
Basic (1)
|
28.3 | 28.3 | 28.2 | 28.2 | 27.7 | 27.7 | 27.6 | 27.5 | ||||||||||||||||||||||||
Diluted (1)
|
29.3 | 29.2 | 29.1 | 29.0 | 28.9 | 28.7 | 28.5 | 28.2 | ||||||||||||||||||||||||
Common stock price
|
||||||||||||||||||||||||||||||||
High
|
$ | 20.78 | $ | 16.62 | $ | 19.11 | $ | 18.49 | $ | 18.75 | $ | 19.00 | $ | 14.92 | $ | 11.47 | ||||||||||||||||
Low
|
$ | 16.07 | $ | 14.35 | $ | 15.12 | $ | 15.41 | $ | 16.01 | $ | 11.54 | $ | 9.63 | $ | 8.67 |
(1)
|
Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amounts may not agree to the annual total.
|
(In thousands)
|
Additions
|
|||||||||||||||||||
Decription
|
Balance at
beginning
of
period
|
charged to
costs and
expenses
|
charged to
other
accounts (a)
|
Deductions
and other (b)
|
Balance at
end of period
|
|||||||||||||||
Year ended December 31, 2008:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$ | 6,200 | $ | 1,200 | $ | 1,148 | $ | 3,506 | $ | 5,042 | ||||||||||
Valuation allowance for deferred
|
||||||||||||||||||||
tax asset
|
$ | 3,838 | $ | - | $ | - | $ | 659 | $ | 3,179 | ||||||||||
Year ended December 31, 2009:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$ | 5,042 | $ | 1,490 | $ | 175 | $ | 1,629 | $ | 5,078 | ||||||||||
Valuation allowance for deferred
|
||||||||||||||||||||
tax asset
|
$ | 3,179 | $ | - | $ | - | $ | 1,091 | $ | 2,088 | ||||||||||
Year ended December 31, 2010:
|
||||||||||||||||||||
Allowance for doubtful accounts
|
$ | 5,078 | $ | 984 | $ | (79 | ) | $ | 1,180 | $ | 4,803 | |||||||||
Valuation allowance for deferred
|
||||||||||||||||||||
tax asset
|
$ | 2,088 | $ | 221 | $ | - | $ | 281 | $ | 2,028 |
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
(a)
|
Disclosure Controls and Procedures.
As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
|
(b)
|
Management’s Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting is effective as of December 31, 2010.
Attestation Report of the Registered Public Accounting Firm.
KPMG LLP, an independent registered public accounting firm, has audited the consolidated financial statements included in this Annual Report on Form 10-K and, as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting.
|
(c)
|
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting identified during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The following documents are filed as part of this Report:
|
|
1.
|
Financial Statements: The consolidated and combined financial statements required to be filed in this Annual Report on Form 10-K are listed below and appear on pages 45 through 71 herein:
|
Report of Independent Registered Public Accounting Firm
|
39
|
Consolidated and Combined Statements of Income for the Years Ended December 31, 2010, 2009 and 2008
|
40
|
Consolidated Balance Sheets as of December 31, 2010 and 2009
|
41
|
Consolidated and Combined Statements of Cash Flows for the Years Ended December 31, 2010, 2009 and 2008
|
42
|
Consolidated and Combined Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2010, 2009 and 2008
|
43
|
Notes to Consolidated and Combined Financial Statements
|
44
|
|
2.
|
Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts is included in this Annual Report on Form 10-K on page 65. All other schedules are omitted because of the absence of conditions under which they are required or because information called for is shown in the consolidated and combined financial statements and notes thereto in Item 8 of this Annual Report on Form 10-K.
|
|
3.
|
Exhibits:
See Index of Exhibits below for a list of the exhibits being filed or furnished with or incorporated by reference to this Annual Report on Form 10-K.
|
Exhibit
Number
|
Exhibit Description
|
2.1
|
Separation and Distribution Agreement between FMC Technologies, Inc. and John Bean Technologies Corporation (“JBT Corporation”), incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
2.1A
|
Amendment to Separation and Distribution Agreement between FMC Technologies, Inc. and John Bean Technologies Corporation, incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on November 4, 2010.
|
3.1
|
Amended and Restated Certificate of Incorporation of JBT Corporation, incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K filed with the SEC on March 11, 2009.
|
3.2
|
Certificate of Designations of Series A Junior Participating Preferred Stock of JBT Corporation, incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
3.3
|
Amended and Restated By-Laws of JBT Corporation, incorporated by reference to Exhibit 3.3 to our Annual Report on Form 10-K filed with the SEC on March 11, 2009.
|
3.4
|
First Amendment to Amended and Restated By-Laws of JBT Corporation, incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q filed with the SEC on May 8, 2009.
|
4.1
|
Specimen common stock certificate of JBT Corporation, incorporated by reference to Exhibit 4.1 to Amendment No. 3 to our Form 10 filed with the SEC on July 14, 2008.
|
4.2
|
Rights Agreement between JBT Corporation and National City Bank, as rights agent, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
4.3
|
Note Purchase Agreement between JBT Corporation, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.1
|
Credit Agreement, incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.2
|
Tax Sharing Agreement between JBT Corporation and FMC Technologies, Inc. incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.3
|
Trademark License Agreement between JBT Corporation and FMC Technologies, Inc., incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.4
|
Trademark Assignment and Coexistence Agreement between JBT Corporation and FMC Technologies, Inc., incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.5
|
John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.5A
|
Form of Nonqualified Stock Option Agreement, incorporated by reference to Exhibit 10.4A to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.5B
|
Form of [International] Nonqualified Stock Option Agreement, incorporated by reference to Exhibit 10.4B to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.5C
|
Form of Long-Term Incentive Performance Share Restricted Stock Agreement, incorporated by reference to Exhibit 10.4C to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.5D
|
Form of Key Managers Restricted Stock Agreement, incorporated by reference to Exhibit 10.4D to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.5E
|
Form of Restricted Stock Agreement for Non-Employee Directors, incorporated by reference to Exhibit 10.4E to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.5F
|
Form of Performance Units Award Agreement, incorporated by reference to Exhibit 10.4F to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.5G
|
Form of Long-Term Incentive Restricted Stock Agreement, incorporated by reference to Exhibit 10.4G to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.5H*
|
Form of Long-Term Incentive Restricted Stock Unit Agreement.
|
10.5I*
|
Form of Long-Term Incentive Performance Share Restricted Stock Unit Agreement.
|
10.6
|
Amendment No. 1 to John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the SEC on November 14, 2008.
|
10.6A
|
Amendment No. 2 to John Bean Technologies Corporation Incentive Compensation and Stock Plan, incorporated by reference to Exhibit 10.6A to our Current Report on Form 8-K filed with the SEC on March 1, 2010.
|
10.7
|
JBT Corporation Non-Qualified Savings and Investment Plan, incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.7A
|
First Amendment of JBT 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.
|
10.7B
|
Second Amendment of JBT Corporation Non-Qualified Savings and Investment Plan, incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed with the SEC on November 6, 2009.
|
10.8
|
International Non-Qualified Savings and Investment Plan, incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.9
|
JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
|
10.9A
|
First Amendment of JBT 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.
|
10.9B
|
Second Amendment of JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed with the SEC on November 6, 2009.
|
10.10
|
Form of JBT Corporation Executive Severance Agreement, incorporated by reference to Exhibit 10.12 to our Annual Report on Form 10-K filed with the SEC on March 11, 2009.
|
10.11
|
JBT Corporation Employees’ Retirement Program - Part I Salaried and Nonunion Hourly Employees Retirement Program and Part II Union Hourly Employees’ Retirement Plan, incorporated by reference to Exhibit 10.5 to Amendment No. 3 to our Form 10/A filed with the SEC on July 3, 2008.
|
10.11A
|
First Amendment of JBT Corporation Employees’ Retirement Program - Part I Salaried and Nonunion Hourly Employees Retirement Program, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on September 15, 2009.
|
10.11B
|
Second Amendment of JBT Corporation Employees’ Retirement Program - Part I Salaried and Nonunion Hourly Employees Retirement Plan, incorporated by reference to Exhibit 10.11B to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
|
10.11C
|
First Amendment of JBT Corporation Employees’ Retirement Program – Part II Union Hourly Employees Retirement Plan, incorporated by reference to Exhibit 10.11C to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
|
10.12
|
JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.6 to Amendment No. 3 to our Form 10/A filed with the SEC on July 3, 2008.
|
10.12A
|
First Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.6.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 5, 2009.
|
10.12B
|
Second 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.
|
10.12C
|
Third Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12A to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
|
10.12D
|
Fourth Amendment of JBT Corporation Savings and Investment Plan, incorporated by reference to Exhibit 10.12D to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
|
10.12E*
|
Fifth Amendment of JBT Corporation Savings and Investment Plan.
|
10.14
|
Executive Severance Plan, incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K filed with the SEC on March 4, 2010.
|
21.1*
|
List of Subsidiaries of JBT Corporation.
|
23.1*
|
Consent of Independent Registered Public Accounting Firm.
|
31.1*
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a).
|
31.2*
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a).
|
32.1*
|
Certification of Principal 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 Principal 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)
|
|
By:
|
/s/ C
HARLES
H. C
ANNON
, J
R
.
|
Charles H. Cannon, Jr.
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
Signature
|
Title
|
Date
|
||
/s/ C HARLES H. C ANNON , J R . | President, Chief Executive Officer, | March 3, 2011 | ||
Charles H. Cannon, Jr.
|
Chairman and Director
(Principal Executive Officer)
|
|
||
/s/ RONALD D. M AMBU | Vice President and | March 3, 2011 | ||
Ronald D. Mambu
|
Chief Financial Officer
(Principal Financial Officer)
|
|
||
/s/ MEGAN J. D ONNELLY | Chief Accounting Officer | March 3, 2011 | ||
Megan J. Donnelly
|
(Principal Accounting Officer)
|
|
||
/s/ C. MAURY D EVINE | Director | March 3, 2011 | ||
. Maury Devine
|
|
|
||
/s/ ALAN D. F ELDMAN | Director | March 3, 2011 | ||
Alan D. Feldman
|
|
|
||
/ s/ JAMES E. G OODWIN | Director | March 3, 2011 | ||
James E. Goodwin
|
|
|
||
/s/ POLLY B. K AWALEK | Director | March 3, 2011 | ||
Polly B. Kawalek
|
|
|
||
/s/ JAMES M. R INGLER | Director | March 3, 2011 | ||
James M. Ringler
|
|
|
||
/s/ JAMES R. T HOMPSON | Director | March 3, 2011 | ||
James R. Thompson
|
|
|
By:
|
|||
Vice President, Human Resources
|
<<Signed Electronically>>
|
||
<<Social Security Number>>
|
|||
<<Acceptance Date>>
|
By:
|
|||
Vice President, Human Resources
|
(Employee)
|
||
(Title)
|
|||
(Division)
|
|||
(Address)
|
|||
(Social Security Number)
|
|
(i)
|
The Trustee of the Plan may not consent to, or be a party to, any transfer of assets or liabilities to the JBT Airport Services Division Savings and Investment Plan (or from such plan to this Plan) unless immediately after the transfer, the accepting plan provides each participant a benefit equal to or greater in amount than the benefit each participant would have received had the transferring plan terminated immediately prior to the transfer; provided 100% immediate vesting is not required and shall not occur as the result of the transfer.
|
|
(ii)
|
The Trustee of the Plan will hold, administer and distribute the transferred assets as part of the Trust Fund and shall maintain accounts sufficient to reflect the value of the transfer and to preserve protected benefits arising from the transferor plan pursuant to Code Section 411(d)(6) and related Department of Treasury regulations.
|
|
(a)
|
The Plan shall not be treated as failing to satisfy the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as applicable, by reason of the making of such Catch-Up Contributions. Catch-Up Contributions shall be disregarded in determining the limitations on Pre-Tax Contributions and Roth Elective Contributions as provided in Section 3.9.
|
|
(b)
|
Pre-Tax Contributions and Roth Elective Contributions (other than Catch-Up Contributions) determined to be Excess Pre-Tax Contributions and/or Excess Roth Elective Contributions as provided in Section 3.9.9, or determined to be in excess of the required limitations of Code Section 415 in a Plan Year may be recharacterized as a Catch-Up Contribution (to the extent available under the limitations of Code Section 414(v) as in effect for that Plan Year) for a Participant who is eligible to make Catch-Up Contributions, as described in the first paragraph of this Section 3.1.1.
|
|
(c)
|
Catch-Up Contributions shall not be eligible for Company Contributions made on behalf of a Matched Participant pursuant to Section 3.4.
|
|
(d)
|
Pre-Tax Contributions and Roth Elective Contributions determined to be Excess Contributions as provided in Section 3.9.8 may be recharacterized as Catch-Up Contributions for a Participant who is eligible, as described in the first paragraph of this Section 3.1.1, but
|
|
(a)
|
For purposes of this Section 3.7, the term ‘annual additions’ includes all Pre-Tax Contributions, After-Tax Contributions, Roth Elective Contributions, Company Contributions, Company Safe Harbor Nonelective Contributions and Forfeitures allocated to the Participant’s Accounts for the Plan Year, but shall not include Catch-Up Contributions pursuant to Code Section 414(v) (as described in Section 3.1.1), and Excess Pre-Tax Contributions and Excess Ross Elective Contributions (as described in Section 3.11.4) that are distributed to the Participant by April 15th following the year for which they were contributed to the Plan.
|
|
(a)
|
the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; and
|
|
(b)
|
the lesser of:
|
|
4.1
|
Vesting in After-Tax, Company Safe Harbor Nonelective, Pre-Tax, Roth Elective and Rollover Contributions Accounts
|
|
5.3
|
Distribution of Amounts held in a Participant’s Company Safe Harbor Nonelective Contribution Account, Pre-Tax Contribution Account and Roth Elective Contribution Account.
|
(1)
|
the Participant’s severance from employment. Notwithstanding anything herein to the contrary, a severance from employment shall not occur when an individual changes status from an Eligible Employee to a Leased Employee;
|
(2)
|
the Participant’s death;
|
(3)
|
the Participant’s Disability;
|
(4)
|
the Participant’s attainment of age 59-1/2;
|
(5)
|
with respect to a Participant’s Pre-Tax Contribution Account and Roth Elective Contribution Account only, the proven financial hardship of the Participant as described in Section 6.6.3; or
|
(6)
|
the termination of the Plan without the “employer” maintaining an “alternative defined contribution plan” at any time during the period beginning on the date of plan termination and ending 12 months after all assets have been distributed from the Plan. Such a distribution must be made in a “lump sum.” For purposes of this Section, the terms “employer,” “alternative defined contribution plan,” and “lump sum” are as defined under Treasury Regulation Section 1.401(k)-1(d)(4).
|
|
(a)
|
A distribution is on account of an immediate and heavy financial need if it is for:
|
|
(b)
|
In the event that the Administrator determines that a Participant has an immediate and heavy financial need in accordance with Section 6.6.3(a), a hardship withdrawal may be made from the Plan only if the amount of such distribution is considered as necessary to satisfy such immediate and heavy financial need of the Participant pursuant to the following standards:
|
Name of Division Location
|
Effective Date
|
End Date
|
Prevailing Wage
Employee (Y/N)
|
Living Wage
Employee (Y/N)
|
LAX Terminal 6 (FFT AS LAX PW 50248)
|
January 1, 2011
|
Y
|
Y
|
|
Miami-Dade County (FFT AS MIAMI PW 50245)
|
January 1, 2011
|
Y
|
N
|
|
Orange County (FFT AS ORANGE CTY PW 50246)
|
January 1, 2011
|
Y
|
N
|
|
Long Beach (FFT AS Long Beach PW 50247)
|
January 1, 2011
|
Y
|
N
|
JOHN BEAN TECHNOLOGIES
CORPORATION
|
|||
By:
|
|||
Its: |
Name
|
|
Jurisdiction of Organization
|
John Bean Technologies Corporation
|
|
Delaware
|
John Bean Technologies LLC
|
|
Delaware
|
Jetway Systems Asia Inc.
|
|
Delaware
|
John Bean Technologies Holding AB
|
|
Delaware/Sweden
|
John Bean Technologies International AB
|
|
Sweden
|
John Bean Technologies AB
|
|
Sweden
|
John Bean Technologies GmbH
|
|
Germany
|
John Bean Technologies Sp.ZOO
|
|
Poland
|
John Bean Technologies SA
|
|
France
|
John Bean Technologies B.V.
|
|
Netherlands
|
John Bean Technologies Spain Holding B.V.
|
|
Netherlands
|
John Bean Technologies South Africa Holding B.V.
|
|
Netherlands
|
John Bean Technologies S.L.U.
|
|
Spain
|
John Bean Technologies AeroTech S.L.U.
|
|
Spain
|
John Bean Technologies FoodTech S.L.U.
|
|
Spain
|
John Bean Technologies Iberica, S.L.U.
|
|
Spain
|
John Bean Technologies (Proprietary) Ltd.
|
|
South Africa
|
John Bean Technologies O OO
|
|
Russia
|
John Bean Technologies Ltd.
|
|
United Kingdom
|
John Bean Technologies N.V.
|
|
Belgium
|
John Bean Technologies S.p.A.
|
|
Italy
|
John Bean Technologies Argentina S.R.L.
|
|
Argentina
|
John Bean Technologies Máquinas e Equipamentos Industriais Ltda.
|
|
Brazil
|
John Bean Technologies Canada Ltd.
|
|
Nova Scotia
|
John Bean Technologies de Mexico S. de R.L. de C.V.
|
|
Mexico
|
E.M.D., S.A. de C.V.
|
|
Mexico
|
John Bean Technologies Hong Kong Limited
|
|
Hong Kong
|
JBT Ningbo Holdings Limited
|
|
Hong Kong
|
JBT Shanghai Holdings Limited
|
|
Hong Kong
|
JBT Shenzhen Holdings Limited
|
Hong Kong
|
|
John Bean Technologies (Shenzhen) Co. Ltd.
|
China
|
|
John Bean Technologies (Ningbo) Co., Ltd.
|
|
China
|
John Bean Technologies (Shanghai) Co., Ltd.
|
|
China
|
John Bean Technologies Australia Limited
|
|
Australia
|
John Bean Technologies K.K.
|
|
Japan
|
John Bean Technologies NZ Limited
|
|
New Zealand
|
John Bean Technologies (Thailand) Ltd.
|
|
Thailand
|
John Bean Technologies Singapore Pte Ltd.
|
Singapore
|
|
John Bean Technologies Middle East FZE
|
UAE
|
|
John Bean Technologies India Private Limited
|
|
India
|
1.
|
I have reviewed this annual report on Form 10-K 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;
|
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: March 3, 2011 | ||
/s/ C HARLES H. C ANNON , J R . | ||
Charles H. Cannon, Jr.
|
||
President and Chief Executive Officer
|
||
(Principal Executive Officer) |
1.
|
I have reviewed this annual report on Form 10-K 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;
|
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: March 3, 2011 | ||
/s/ C HARLES H. C ANNON , J R . | ||
Charles H. Cannon, Jr.
|
||
President and Chief Executive Officer
|
||
(Principal Executive Officer) |
Date: March 3, 2011
|
|
/s/ C HARLES H. C ANNON , J R . |
Charles H. Cannon, Jr.
|
||
President and Chief Executive Officer
|
||
(Principal Executive Officer) |
Date: March 3, 2011 | ||
|
/s/ R ONALD D. M AMBU | |
Ronald D. Mambu
|
||
Vice President and Chief Financial Officer
|
||
(Principal Financial Officer) |