x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
91-1650317
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
70 West Madison Street, Chicago, Illinois
|
60602
|
(Address of principal executive offices)
|
(Zip code)
|
Large accelerated filer
|
¨
|
Accelerated filer
|
x
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
Class
|
Outstanding at November 1, 2011
|
|
Common Stock, par value $0.01 per share
|
28,660,835
|
ITEM 1.
|
FINANCIAL STATEMENTS
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Revenue
|
$ | 230.3 | $ | 216.5 | $ | 684.3 | $ | 593.8 | ||||||||
Operating expenses:
|
||||||||||||||||
Cost of sales
|
173.1 | 160.3 | 516.1 | 436.3 | ||||||||||||
Selling, general and administrative expense
|
37.8 | 36.0 | 113.3 | 106.6 | ||||||||||||
Research and development expense
|
4.5 | 4.5 | 14.3 | 13.1 | ||||||||||||
Other expense (income), net
|
0.6 | (0.8 | ) | (0.4 | ) | (1.0 | ) | |||||||||
Operating income
|
14.3 | 16.5 | 41.0 | 38.8 | ||||||||||||
Net interest expense
|
(1.5 | ) | (2.0 | ) | (4.9 | ) | (5.9 | ) | ||||||||
Income from continuing operations before income taxes
|
12.8 | 14.5 | 36.1 | 32.9 | ||||||||||||
Provision for income taxes
|
4.7 | 5.1 | 12.7 | 11.4 | ||||||||||||
Income from continuing operations
|
8.1 | 9.4 | 23.4 | 21.5 | ||||||||||||
Loss from discontinued operations, net of taxes
|
- | - | (0.1 | ) | - | |||||||||||
Net income
|
$ | 8.1 | $ | 9.4 | $ | 23.3 | $ | 21.5 | ||||||||
Basic earnings per share:
|
||||||||||||||||
Income from continuing operations
|
$ | 0.28 | $ | 0.33 | $ | 0.81 | $ | 0.76 | ||||||||
Loss from discontinued operations
|
- | - | - | - | ||||||||||||
Net income
|
$ | 0.28 | $ | 0.33 | $ | 0.81 | $ | 0.76 | ||||||||
Diluted earnings per share:
|
||||||||||||||||
Income from continuing operations
|
$ | 0.28 | $ | 0.32 | $ | 0.80 | $ | 0.74 | ||||||||
Loss from discontinued operations
|
(0.01 | ) | - | (0.01 | ) | - | ||||||||||
Net income
|
$ | 0.27 | $ | 0.32 | $ | 0.79 | $ | 0.74 | ||||||||
Cash dividends per share
|
$ | 0.07 | $ | 0.07 | $ | 0.21 | $ | 0.21 | ||||||||
Weighted average shares outstanding:
|
||||||||||||||||
Basic
|
28.8 | 28.3 | 28.8 | 28.2 | ||||||||||||
Diluted
|
29.4 | 29.2 | 29.3 | 29.1 |
September 30,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
(Unaudited)
|
||||||||
Assets:
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 20.1 | $ | 13.7 | ||||
Trade receivables, net of allowances of $3.9 and $4.8, respectively
|
158.9 | 192.7 | ||||||
Inventories
|
139.9 | 106.7 | ||||||
Other current assets
|
34.7 | 43.3 | ||||||
Assets held for sale
|
2.7 | - | ||||||
Total current assets
|
356.3 | 356.4 | ||||||
Property, plant and equipment, net of accumulated depreciation of $232.9 and $225.5,
respectively
|
125.2 | 128.7 | ||||||
Other assets
|
94.9 | 97.1 | ||||||
Total Assets
|
$ | 576.4 | $ | 582.2 | ||||
Liabilities and Stockholders' Equity:
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable, trade and other
|
$ | 84.9 | $ | 86.3 | ||||
Advance and progress payments
|
67.1 | 52.4 | ||||||
Other current liabilities
|
95.6 | 103.3 | ||||||
Total current liabilities
|
247.6 | 242.0 | ||||||
Long-term debt, less current portion
|
134.3 | 145.4 | ||||||
Accrued pension and other postretirement benefits, less current portion
|
61.2 | 73.0 | ||||||
Other liabilities
|
27.7 | 28.8 | ||||||
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; 2011: 28,654,700 issued
and outstanding; 2010: 28,237,279 issued and 28,185,834 outstanding
|
0.3 | 0.3 | ||||||
Common stock held in treasury, at cost; 2010: 51,445 shares
|
- | (0.7 | ) | |||||
Additional paid-in capital
|
59.4 | 59.1 | ||||||
Retained earnings
|
90.7 | 73.6 | ||||||
Accumulated other comprehensive loss
|
(44.8 | ) | (39.3 | ) | ||||
Total stockholders' equity
|
105.6 | 93.0 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 576.4 | $ | 582.2 |
Nine Months Ended
|
||||||||
September 30,
|
||||||||
2011
|
2010
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net income
|
$ | 23.3 | $ | 21.5 | ||||
Loss from discontinued operations, net of income taxes
|
0.1 | - | ||||||
Income from continuing operations
|
23.4 | 21.5 | ||||||
Adjustments to reconcile net income to cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
18.3 | 17.1 | ||||||
Stock-based compensation
|
4.2 | 5.4 | ||||||
Other
|
1.9 | (3.9 | ) | |||||
Changes in operating assets and liabilities:
|
||||||||
Trade receivables, net
|
31.9 | (12.2 | ) | |||||
Inventories
|
(37.0 | ) | (23.5 | ) | ||||
Accounts payable, trade and other
|
0.5 | 12.9 | ||||||
Advance and progress payments
|
16.4 | 5.1 | ||||||
Other assets and liabilities, net
|
(15.4 | ) | (16.4 | ) | ||||
Cash provided by continuing operating activities
|
44.2 | 6.0 | ||||||
Net cash required by discontinued operating activities
|
(0.4 | ) | (0.1 | ) | ||||
Cash provided by operating activities
|
43.8 | 5.9 | ||||||
Cash Flows From Investing Activities:
|
||||||||
Capital expenditures
|
(15.2 | ) | (13.4 | ) | ||||
Proceeds from disposal of assets
|
0.2 | 0.9 | ||||||
Other | (1.0 | ) | (0.4 | ) | ||||
Cash required by investing activities
|
(16.0 | ) | (12.9 | ) | ||||
Cash Flows From Financing Activities:
|
||||||||
Net increase in short-term debt
|
0.5 | 0.1 | ||||||
Net (payments) proceeds on credit facilities
|
(10.0 | ) | 9.7 | |||||
(Payments on) issuance of long-term debt
|
(1.2 | ) | 2.9 | |||||
Excess tax benefits
|
1.7 | 1.8 | ||||||
Tax withholdings on stock-based compensation awards
|
(4.8 | ) | (3.5 | ) | ||||
Dividends
|
(6.4 | ) | (6.2 | ) | ||||
Cash (required) provided by financing activities
|
(20.2 | ) | 4.8 | |||||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(1.2 | ) | 0.3 | |||||
Increase (decrease) in cash and cash equivalents
|
6.4 | (1.9 | ) | |||||
Cash and cash equivalents, beginning of period
|
13.7 | 14.4 | ||||||
Cash and cash equivalents, end of period
|
$ | 20.1 | $ | 12.5 |
(In millions)
|
September 30, 2011
|
December 31, 2010
|
||||||
Raw materials
|
$ | 81.4 | $ | 65.8 | ||||
Work in process
|
49.1 | 29.8 | ||||||
Finished goods
|
70.5 | 69.6 | ||||||
Gross inventories before LIFO reserves and valuation adjustments
|
201.0 | 165.2 | ||||||
LIFO reserves and valuation adjustments
|
(61.1 | ) | (58.5 | ) | ||||
Net inventories
|
$ | 139.9 | $ | 106.7 |
Pension Benefits | Other Postretirement Benefits | |||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||
September 30,
|
September 30,
|
September 30,
|
September 30,
|
|||||||||||||||||||||||||||||
(In millions)
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
||||||||||||||||||||||||
Service cost
|
$ | 0.3 | $ | 0.4 | $ | 1.1 | $ | 1.2 | $ | - | $ | - | $ | 0.1 | $ | 0.1 | ||||||||||||||||
Interest cost
|
3.6 | 3.5 | 10.8 | 10.6 | 0.1 | 0.1 | 0.3 | 0.3 | ||||||||||||||||||||||||
Expected return on assets
|
(4.6 | ) | (4.6 | ) | (13.8 | ) | (13.8 | ) | - | - | - | - | ||||||||||||||||||||
Amortization of prior service benefit
|
- | - | - | - | (0.2 | ) | (0.2 | ) | (0.7 | ) | (0.7 | ) | ||||||||||||||||||||
Amortization of actuarial losses, net
|
0.4 | 0.2 | 1.2 | 0.5 | - | - | - | - | ||||||||||||||||||||||||
Settlement cost
|
- | - | - | 0.3 | - | - | - | - | ||||||||||||||||||||||||
Net periodic benefit income
|
$ | (0.3 | ) | $ | (0.5 | ) | $ | (0.7 | ) | $ | (1.2 | ) | $ | (0.1 | ) | $ | (0.1 | ) | $ | (0.3 | ) | $ | (0.3 | ) |
Weighted Average
|
||||||||
Shares
|
Grant Date Fair Value
|
|||||||
Time-based
|
177,946 | |||||||
Performance-based
|
185,582 | * | ||||||
Granted during the nine months ended September 30, 2011
|
363,528 | $ | 18.63 |
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
(In millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Net income
|
$ | 8.1 | $ | 9.4 | $ | 23.3 | $ | 21.5 | ||||||||
Foreign currency translation adjustments
|
(12.7 | ) | 11.8 | (5.8 | ) | 2.2 | ||||||||||
Derivatives designated as hedges, net of tax of $0.1 for the three months
ended September 30, 2011 and 2010
|
(0.1 | ) | (0.2 | ) | - | - | ||||||||||
Pension and other postretirement liability adjustments, net of tax of $0.1 for the
three months ended September 30, 2011 and 2010 and $0.2 and $0.1 for the nine months ended September 30, 2011 and 2010, respectively
|
0.1 | - | 0.3 | - | ||||||||||||
Comprehensive income
|
$ | (4.6 | ) | $ | 21.0 | $ | 17.8 | $ | 23.7 |
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
(In millions, except per share data)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Basic earnings per share:
|
||||||||||||||||
Income from continuing operations
|
$ | 8.1 | $ | 9.4 | $ | 23.4 | $ | 21.5 | ||||||||
Weighted average number of shares outstanding
|
28.8 | 28.3 | 28.8 | 28.2 | ||||||||||||
Basic earnings per share from continuing operations
|
$ | 0.28 | $ | 0.33 | $ | 0.81 | $ | 0.76 | ||||||||
Diluted earnings per share:
|
||||||||||||||||
Income from continuing operations
|
$ | 8.1 | $ | 9.4 | $ | 23.4 | $ | 21.5 | ||||||||
Weighted average number of shares outstanding
|
28.8 | 28.3 | 28.8 | 28.2 | ||||||||||||
Effect of dilutive securities:
|
||||||||||||||||
Options on common stock
|
- | 0.1 | - | 0.1 | ||||||||||||
Restricted stock
|
0.6 | 0.8 | 0.5 | 0.8 | ||||||||||||
Total shares and dilutive securities
|
29.4 | 29.2 | 29.3 | 29.1 | ||||||||||||
Diluted earnings per share from continuing operations
|
$ | 0.28 | $ | 0.32 | $ | 0.80 | $ | 0.74 |
As of September 30, 2011
|
As of December 31, 2010
|
|||||||||||||||
(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 | ||||||||
Foreign exchange contracts
|
- | 0.6 | - | 0.4 | ||||||||||||
Total derivatives designated as hedging instruments
|
- | 0.6 | - | 0.6 | ||||||||||||
Derivatives not designated as hedging instruments:
|
||||||||||||||||
Foreign exchange contracts
|
5.8 | 7.2 | 11.9 | 8.2 | ||||||||||||
Total derivatives not designated as hedging instruments
|
$ | 5.8 | $ | 7.2 | $ | 11.9 | $ | 8.2 |
|
(1)
|
Included in other current assets and other assets on our Condensed Consolidated Balance Sheets.
|
|
(2)
|
Included in other current liabilities and other liabilities on our Condensed 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 Accumulated OCI into Income
|
Amount of Gain (Loss)
Reclassified from Accumulated OCI into Income (1)
|
||||||||||||||||||||||||||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||||||||||||||||||||||
(In millions)
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
2011
|
2010
|
|||||||||||||||||||||||||
Interest rate swap contract
|
$ | - | $ | (0.1 | ) | $ | - | $ | (0.1 | ) |
Net interest expense
|
$ | - | $ | (0.2 | ) | $ | - | $ | (0.7 | ) | ||||||||||||
Foreign exchange contracts
|
(0.2 | ) | (0.4 | ) | (0.2 | ) | (0.6 | ) |
Revenue
|
(0.1 | ) | - | (0.3 | ) | - | ||||||||||||||||||
Total
|
$ | (0.2 | ) | $ | (0.5 | ) | $ | (0.2 | ) | $ | (0.7 | ) | $ | (0.1 | ) | $ | (0.2 | ) | $ | (0.3 | ) | $ | (0.7 | ) |
|
(1)
|
For the three and nine months ended September 30, 2011 and 2010, we recorded in other income, net an immaterial amount of ineffectiveness from cash flow hedges.
|
Derivatives not designated as hedging instruments
|
Location of Gain (Loss) Recognized in Income on Derivatives
|
Amount of Gain (Loss) Recognized in Income on Derivatives
|
||||||||||||||||
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||||
(In millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||||
Foreign exchange contracts
|
Revenue
|
$ | 0.4 | $ | 7.4 | $ | 2.9 | $ | 8.3 | |||||||||
Foreign exchange contracts
|
Cost of sales
|
1.3 | (0.6 | ) | 1.8 | (0.7 | ) | |||||||||||
Foreign exchange contracts
|
Other income, net
|
0.3 | (0.1 | ) | 0.7 | 0.1 | ||||||||||||
Total
|
$ | 2.0 | $ | 6.7 | $ | 5.4 | $ | 7.7 | ||||||||||
Remeasurement of assets and liabilities in foreign currencies
|
1.6 | (2.6 | ) | 1.6 | (2.5 | ) | ||||||||||||
Net gain on foreign currency transactions
|
$ | 3.6 | $ | 4.1 | $ | 7.0 | $ | 5.2 |
• | 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 September 30, 2011
|
As of December 31, 2010
|
|||||||||||||||||||||||||||||||
(In millions)
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||||||||||
Investments
|
$ | 9.7 | $ | 9.7 | $ | - | $ | - | $ | 9.9 | $ | 9.9 | $ | - | $ | - | ||||||||||||||||
Derivatives
|
5.8 | - | 5.8 | - | 11.9 | - | 11.9 | - | ||||||||||||||||||||||||
Total assets
|
$ | 15.5 | $ | 9.7 | $ | 5.8 | $ | - | $ | 21.8 | $ | 9.9 | $ | 11.9 | $ | - | ||||||||||||||||
Liabilities:
|
||||||||||||||||||||||||||||||||
Derivatives
|
$ | 7.8 | $ | - | $ | 7.8 | $ | - | $ | 8.8 | $ | - | $ | 8.8 | $ | - |
As of September 30, 2011
|
As of December 31, 2010
|
|||||||||||||||
(In millions)
|
Carrying Value
|
Estimated Fair Value
|
Carrying Value
|
Estimated Fair Value
|
||||||||||||
6.66% senior unsecured notes due July 31, 2015
|
$ | 75.0 | $ | 84.0 | $ | 75.0 | $ | 84.8 | ||||||||
Revolving credit facility, due 2013
|
58.8 | 58.8 | 68.7 | 68.7 | ||||||||||||
4.5% Brazilian Real loan due December 31, 2012
|
1.8 | 1.7 | 3.2 | 2.8 | ||||||||||||
Other
|
0.6 | 0.6 | 0.2 | 0.2 |
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
(In millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Balance at beginning of period
|
$ | 7.9 | $ | 6.9 | $ | 8.0 | $ | 7.3 | ||||||||
Expense for new warranties
|
1.8 | 1.6 | 5.8 | 4.6 | ||||||||||||
Adjustments to existing accruals
|
(0.3 | ) | 0.2 | (0.3 | ) | - | ||||||||||
Claims paid
|
(2.3 | ) | (1.5 | ) | (6.4 | ) | (4.7 | ) | ||||||||
Balance at end of period
|
$ | 7.1 | $ | 7.2 | $ | 7.1 | $ | 7.2 |
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
(In millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
Revenue
|
||||||||||||||||
JBT FoodTech
|
$ | 129.5 | $ | 124.8 | $ | 390.7 | $ | 361.9 | ||||||||
JBT AeroTech
|
98.5 | 86.9 | 288.2 | 226.3 | ||||||||||||
Other revenue (1) and intercompany eliminations
|
2.3 | 4.8 | 5.4 | 5.6 | ||||||||||||
Total revenue
|
$ | 230.3 | $ | 216.5 | $ | 684.3 | $ | 593.8 | ||||||||
Income before income taxes
|
||||||||||||||||
Segment operating profit:
|
||||||||||||||||
JBT FoodTech
|
$ | 8.2 | $ | 11.8 | $ | 27.9 | $ | 35.6 | ||||||||
JBT AeroTech
|
8.7 | 6.2 | 24.0 | 14.9 | ||||||||||||
Total segment operating profit
|
16.9 | 18.0 | 51.9 | 50.5 | ||||||||||||
Corporate items:
|
||||||||||||||||
Corporate expense (2)
|
(4.4 | ) | (4.3 | ) | (12.2 | ) | (12.0 | ) | ||||||||
Other income, net (1)
|
1.8 | 2.8 | 1.3 | 0.3 | ||||||||||||
Net interest expense
|
(1.5 | ) | (2.0 | ) | (4.9 | ) | (5.9 | ) | ||||||||
Total corporate items
|
(4.1 | ) | (3.5 | ) | (15.8 | ) | (17.6 | ) | ||||||||
Income from continuing operations before income taxes
|
$ | 12.8 | $ | 14.5 | $ | 36.1 | $ | 32.9 |
(1)
|
Other revenue comprises certain gains and losses related to foreign exchange exposure. Other income, 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 income, net were:
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
(in millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
JBT FoodTech
|
$ | 0.1 | $ | - | $ | 1.3 | $ | 0.9 | ||||||||
JBT AeroTech
|
- | - | - | - | ||||||||||||
Total
|
$ | 0.1 | $ | - | $ | 1.3 | $ | 0.9 |
(2)
|
Corporate expense primarily includes corporate staff expenses.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
·
|
freezer solutions for the freezing and chilling of meat, seafood, poultry, dairy, ready-to-eat meals, fruits, vegetables and bakery products;
|
||
·
|
protein processing solutions that portion, coat and cook poultry, meat, seafood, vegetable and bakery products;
|
||
·
|
in-container processing solutions for fruits, vegetables, soups, sauces, dairy and pet food products as well as ready-to-eat meals in a wide variety of modern packages; and
|
||
|
·
|
fruit processing solutions that extract, concentrate and aseptically process citrus, tomato and other fruits.
|
·
|
ground support equipment for cargo loading, aircraft deicing and aircraft towing;
|
||
|
·
|
gate equipment for passenger boarding, on the ground aircraft power and cooling;
|
|
|
·
|
airport services for maintenance of airport equipment, systems and facilities;
|
|
|
·
|
military equipment for cargo loading, aircraft towing and on the ground aircraft cooling; and
|
|
·
|
automated guided vehicles for material handling in the automotive, printing, warehouse, and hospital industries.
|
Three Months Ended
|
||||||||||||||||
September 30,
|
Favorable / (Unfavorable)
|
|||||||||||||||
(In millions, except %)
|
2011
|
2010
|
$ | % | ||||||||||||
Revenue
|
$ | 230.3 | $ | 216.5 | $ | 13.8 | 6.4 | % | ||||||||
Cost of sales
|
173.1 | 160.3 | (12.8 | ) | (8.0 | ) | ||||||||||
Gross profit
|
57.2 | 56.2 | 1.0 | 1.8 | ||||||||||||
Selling, general and administrative expense
|
37.8 | 36.0 | (1.8 | ) | (5.0 | ) | ||||||||||
Research and development expense
|
4.5 | 4.5 | - | - | ||||||||||||
Other expense (income), net
|
0.6 | (0.8 | ) | (1.4 | ) | * | ||||||||||
Operating income
|
14.3 | 16.5 | (2.2 | ) | (13.3 | ) | ||||||||||
Net interest expense
|
(1.5 | ) | (2.0 | ) | 0.5 | 25.0 | ||||||||||
Income from continuing operations before income taxes
|
12.8 | 14.5 | (1.7 | ) | (11.7 | ) | ||||||||||
Provision for income taxes
|
4.7 | 5.1 | 0.4 | 7.8 | ||||||||||||
Net income
|
$ | 8.1 | $ | 9.4 | $ | (1.3 | ) | (13.8 | ) % |
*
|
Not meaningful
|
|
·
|
Gross profit increased by $1.0 million. However, excluding the favorable impact of foreign currency translation, gross profit decreased by $1.1 million. A decrease in gross profit margin due to higher costs in the JBT FoodTech segment resulted in $2.9 million of lower gross profit but was partially offset by $1.8 million of higher gross profit from higher sales volume.
|
|
·
|
Selling, general and administrative expense increased by $1.8 million or by $0.5 million in constant currency. Selling expense increased by $0.5 million as a result of higher marketing expenditures. General and administrative expense remained relatively flat as $1.5 million of higher costs due to higher wages were offset by lower expense related to a non-qualified deferred compensation plan.
|
|
·
|
Other expense (income), net was unfavorable by $1.4 million primarily as a result of losses on investments related to the non-qualified deferred compensation plan. The losses on the investments offset the decrease in deferred compensation expense reported in selling, general and administrative expense.
|
Three Months Ended
|
||||||||||||||||
September 30,
|
Favorable / (Unfavorable)
|
|||||||||||||||
(In millions, except %)
|
2011
|
2010
|
$ | % | ||||||||||||
Revenue
|
||||||||||||||||
JBT FoodTech
|
$ | 129.5 | $ | 124.8 | $ | 4.7 | 3.8 | % | ||||||||
JBT AeroTech
|
98.5 | 86.9 | 11.6 | 13.3 | ||||||||||||
Other revenue and intercompany eliminations
|
2.3 | 4.8 | (2.5 | ) | (52.1 | ) | ||||||||||
Total revenue
|
$ | 230.3 | $ | 216.5 | $ | 13.8 | 6.4 | % | ||||||||
Income before income taxes
|
||||||||||||||||
Segment operating profit:
|
||||||||||||||||
JBT FoodTech
|
$ | 8.2 | $ | 11.8 | $ | (3.6 | ) | (30.5 | ) % | |||||||
JBT AeroTech
|
8.7 | 6.2 | 2.5 | 40.3 | ||||||||||||
Total segment operating profit
|
16.9 | 18.0 | (1.1 | ) | (6.1 | ) | ||||||||||
Corporate items:
|
||||||||||||||||
Corporate expense
|
(4.4 | ) | (4.3 | ) | (0.1 | ) | (2.3 | ) | ||||||||
Other income, net
|
1.8 | 2.8 | (1.0 | ) | (35.7 | ) | ||||||||||
Net interest expense
|
(1.5 | ) | (2.0 | ) | 0.5 | 25.0 | ||||||||||
Total corporate items
|
(4.1 | ) | (3.5 | ) | (0.6 | ) | (17.1 | ) | ||||||||
Income from continuing operations before income taxes
|
$ | 12.8 | $ | 14.5 | $ | (1.7 | ) | (11.7 | ) % |
Nine Months Ended
|
|||||||||||||||||
September 30,
|
Favorable / (Unfavorable)
|
||||||||||||||||
(In millions, except %)
|
2011
|
2010
|
$ | % | |||||||||||||
Revenue
|
$ | 684.3 | $ | 593.8 | $ | 90.5 | 15.2 |
%
|
|||||||||
Cost of sales
|
516.1 | 436.3 | (79.8 | ) | (18.3 | ) | |||||||||||
Gross profit
|
168.2 | 157.5 | 10.7 | 6.8 | |||||||||||||
Selling, general and administrative expense
|
113.3 | 106.6 | (6.7 | ) | (6.3 | ) | |||||||||||
Research and development expense
|
14.3 | 13.1 | (1.2 | ) | (9.2 | ) | |||||||||||
Other income, net
|
(0.4 | ) | (1.0 | ) | (0.6 | ) | (60.0 | ) | |||||||||
Operating income
|
41.0 | 38.8 | 2.2 | 5.7 | |||||||||||||
Net interest expense
|
(4.9 | ) | (5.9 | ) | 1.0 | 16.9 | |||||||||||
Income from continuing operations before income taxes
|
36.1 | 32.9 | 3.2 | 9.7 | |||||||||||||
Provision for income taxes
|
12.7 | 11.4 | (1.3 | ) | (11.4 | ) | |||||||||||
Income from continuing operations
|
23.4 | 21.5 | $ | 1.9 | 8.8 | ||||||||||||
Loss from discontinued operations, net of taxes
|
(0.1 | ) | - | (0.1 | ) | (100.0 | ) | ||||||||||
Net income
|
$ | 23.3 | $ | 21.5 | $ | 1.8 | 8.4 |
%
|
|
·
|
Gross profit increased by $10.7 million. The increase in gross profit was driven by higher sales volume, which resulted in an increase in gross profit of $17.2 million. This increase was partially offset by $13.5 million of lower profit due to lower gross profit margin, which resulted from the strengthening of the Swedish Krona and an unfavorable mix of products sold as compared to the same period in the prior year. The remaining difference was due to the favorable impact of foreign currency translation.
|
|
·
|
Selling, general and administrative expenses increased by $6.7 million, but only by $2.5 million in constant currencies, and decreased as a percentage of revenue from 18.0% to 16.6%.
|
|
·
|
Research and development expense increased by $1.2 million, primarily due to expenditures on developing new gate equipment products.
|
Nine Months Ended
|
||||||||||||||||
September 30,
|
Favorable / (Unfavorable)
|
|||||||||||||||
(In millions, except %)
|
2011
|
2010
|
$ | % | ||||||||||||
Revenue
|
||||||||||||||||
JBT FoodTech
|
$ | 390.7 | $ | 361.9 | $ | 28.8 | 8.0 | % | ||||||||
JBT AeroTech
|
288.2 | 226.3 | 61.9 | 27.4 | ||||||||||||
Other revenue and intercompany eliminations
|
5.4 | 5.6 | (0.2 | ) | (3.6 | ) | ||||||||||
Total revenue
|
$ | 684.3 | $ | 593.8 | $ | 90.5 | 15.2 | % | ||||||||
Income before income taxes
|
||||||||||||||||
Segment operating profit:
|
||||||||||||||||
JBT FoodTech
|
$ | 27.9 | $ | 35.6 | $ | (7.7 | ) | (21.6 | ) % | |||||||
JBT AeroTech
|
24.0 | 14.9 | 9.1 | 61.1 | ||||||||||||
Total segment operating profit
|
51.9 | 50.5 | 1.4 | 2.8 | ||||||||||||
Corporate items:
|
||||||||||||||||
Corporate expense
|
(12.2 | ) | (12.0 | ) | (0.2 | ) | (1.7 | ) | ||||||||
Other income, net
|
1.3 | 0.3 | 1.0 | * | ||||||||||||
Net interest expense
|
(4.9 | ) | (5.9 | ) | 1.0 | 16.9 | ||||||||||
Total corporate items
|
(15.8 | ) | (17.6 | ) | 1.8 | 10.2 | ||||||||||
Income before income taxes
|
$ | 36.1 | $ | 32.9 | $ | 3.2 | 9.7 | % |
*
|
Not meaningful
|
Nine Months Ended
|
||||||||
September 30,
|
||||||||
(in millions)
|
2011
|
2010
|
||||||
JBT FoodTech
|
$ | 1.3 | $ | 0.9 | ||||
JBT AeroTech
|
- | - | ||||||
Total
|
$ | 1.3 | $ | 0.9 |
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
September 30,
|
September 30,
|
|||||||||||||||
(In millions)
|
2011
|
2010
|
2011
|
2010
|
||||||||||||
JBT FoodTech
|
$ | 126.1 | $ | 127.1 | $ | 414.9 | $ | 382.1 | ||||||||
JBT AeroTech
|
83.4 | 107.6 | 287.8 | 337.0 | ||||||||||||
Other and intercompany eliminations
|
2.3 | 4.8 | 5.4 | 5.8 | ||||||||||||
Total inbound orders
|
$ | 211.8 | $ | 239.5 | $ | 708.1 | $ | 724.9 |
(In millions)
|
September 30, 2011
|
December 31, 2010
|
September 30, 2010
|
|||||||||
JBT FoodTech
|
$ | 127.6 | $ | 103.4 | $ | 116.9 | ||||||
JBT AeroTech
|
183.0 | 183.4 | 225.4 | |||||||||
Total order backlog
|
$ | 310.6 | $ | 286.8 | $ | 342.3 |
Nine Months Ended
|
||||||||
September 30,
|
||||||||
(In millions)
|
2011
|
2010
|
||||||
Cash provided by continuing operating activities
|
$ | 44.2 | $ | 6.0 | ||||
Cash required by investing activities
|
(16.0 | ) | (12.9 | ) | ||||
Cash (required) provided by financing activities
|
(20.2 | ) | 4.8 | |||||
Cash required by discontinued operations
|
(0.4 | ) | (0.1 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents
|
(1.2 | ) | 0.3 | |||||
Increase (decrease) in cash and cash equivalents
|
$ | 6.4 | $ | (1.9 | ) |
Debt Instrument / Covenant
|
Measurement
|
Result as of
September 30, 2011
|
||||
Revolving credit facility
|
||||||
Interest coverage ratio (1)
|
Not less than 3.5
|
14.3
|
||||
Leverage ratio (2)
|
Not greater than 3.0
|
1.4
|
||||
Capital expenditures (3)
|
Not greater than $33 million
|
$15.2 million
|
||||
Dividends paid
|
Not greater than $20 million
|
$6.4 million
|
||||
6.66% senior unsecured notes
|
||||||
Interest coverage ratio (1)
|
Not less than 2.75
|
14.3
|
||||
Leverage ratio (2)
|
Not greater than 3.25
|
1.4
|
(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 percent of the unutilized amount from prior year.
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
i)
|
effective in ensuring that information required to be disclosed is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms; and
|
|
ii)
|
effective in ensuring that information required to be disclosed is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
John Bean Technologies Corporation
|
|
(Registrant)
|
|
/s/ Megan J. Donnelly
|
|
Megan J. Donnelly
|
|
Chief Accounting Officer, and
duly authorized officer
|
|
Date: November 3, 2011
|
Number in
Exhibit Table
|
Description
|
|
10.11D
|
Second Amendment of JBT Corporation Employees’ Retirement Program – Part II Union Hourly Employees Retirement Plan.
|
|
10.11E
|
Third Amendment of JBT Corporation Employees’ Retirement Program – Part II Union Hourly Employees Retirement Plan.
|
|
15
|
Letter re: Unaudited interim financial information.
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) /15d-14(a).
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) /15d-14(a).
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101*
|
The following materials from John Bean Technologies Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.
|
*
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of John Bean Technologies Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 3, 2011
|
|
/s/ Charles H. Cannon, Jr.
|
|
Charles H. Cannon, Jr.
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of John Bean Technologies Corporation (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 3, 2011
|
|
/s/ Ronald D. Mambu
|
|
Ronald D. Mambu
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2011, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 3, 2011
|
|
/s/ Charles H. Cannon, Jr.
|
|
Charles H. Cannon, Jr.
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
(a)
|
the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2011, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: November 3, 2011
|
|
/s/ Ronald D. Mambu
|
|
Ronald D. Mambu
|
|
Vice President and Chief Financial Officer
(Principal Financial Officer)
|