UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
CURRENT REPORT |
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
Check the appropriate box below if the Forms 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | ||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
Securities registered pursuant to section 12(b) of the Act: | ||||
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||
Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act | ☐ | |
Exhibit No. | Description | |
99.1 | ||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
John Bean Technologies Corporation | ||||
Date: April 29, 2020 | By: | /s/ Jessi L. Corcoran | ||
Name | Jessi L. Corcoran | |||
Title | Assistant Corporate Controller and Chief Accounting Officer, and duly authorized officer | |||
(Principal Accounting Officer) | ||||

Investors & Media: | Megan Rattigan | +1 312 861 6048 |
◦ | Exceeds guidance for first quarter 2020 and withdraws full-year 2020 guidance due to COVID-19 uncertainties |
◦ | Focused on protecting the health and safety of associates globally while maintaining ability to service customers |
◦ | Maintains solid balance sheet and liquidity position while proactively managing operations and costs |
◦ | Plays a very important role in sustaining supply of food to the world |
JBT CORPORATION | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | |||||||
(Unaudited and in millions, except per share data) | |||||||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Revenue | $ | 457.7 | $ | 417.5 | |||
Cost of sales | 314.7 | 289.9 | |||||
Gross profit | 143.0 | 127.6 | |||||
Gross profit % | 31.2 | % | 30.6 | % | |||
Selling, general and administrative expense | 97.3 | 91.7 | |||||
Restructuring expense | 2.0 | 5.9 | |||||
Operating income | 43.7 | 30.0 | |||||
Operating income % | 9.5 | % | 7.2 | % | |||
Pension expense, other than service cost | 1.0 | 0.5 | |||||
Net interest expense | 4.8 | 3.3 | |||||
Income from continuing operations before income taxes | 37.9 | 26.2 | |||||
Provision for income taxes | 8.9 | 6.5 | |||||
Income from continuing operations | 29.0 | 19.7 | |||||
Loss from discontinued operations, net of taxes | — | — | |||||
Net income | $ | 29.0 | $ | 19.7 | |||
Basic earnings per share: | |||||||
Income from continuing operations | $ | 0.91 | $ | 0.62 | |||
Loss from discontinued operations | — | — | |||||
Net income | $ | 0.91 | $ | 0.62 | |||
Diluted earnings per share: | |||||||
Income from continuing operations | $ | 0.90 | $ | 0.62 | |||
Loss from discontinued operations | — | (0.01 | ) | ||||
Net income | $ | 0.90 | $ | 0.61 | |||
Weighted average shares outstanding | |||||||
Basic | 31.9 | 31.8 | |||||
Diluted | 32.1 | 32.0 | |||||
JBT CORPORATION | |||||||
NON-GAAP FINANCIAL MEASURES | |||||||
RECONCILIATION OF DILUTED EARNINGS PER SHARE TO ADJUSTED DILUTED EARNINGS PER SHARE | |||||||
(Unaudited and in millions, except per share data) | |||||||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Income from continuing operations as reported | $ | 29.0 | $ | 19.7 | |||
Non-GAAP adjustments: | |||||||
Restructuring expense | 2.0 | 5.9 | |||||
M&A related costs | 2.5 | 0.7 | |||||
Impact on tax provision from Non-GAAP adjustments(1) | (1.1 | ) | (1.6 | ) | |||
Adjusted income from continuing operations | $ | 32.4 | $ | 24.7 | |||
Income from continuing operations as reported | $ | 29.0 | $ | 19.7 | |||
Total shares and dilutive securities | 32.1 | 32.0 | |||||
Diluted earnings per share from continuing operations | $ | 0.90 | $ | 0.62 | |||
Adjusted income from continuing operations | $ | 32.4 | $ | 24.7 | |||
Total shares and dilutive securities | 32.1 | 32.0 | |||||
Adjusted diluted earnings per share from continuing operations | $ | 1.01 | $ | 0.77 | |||
(1) Impact on tax provision was calculated using the Company’s annual tax rate excluding discrete adjustments of 24.0% and 24.6% for March 31, 2020 and 2019, respectively. | |||||||
The above table reports adjusted income from continuing operations and adjusted diluted earnings per share from continuing operations, which are non-GAAP financial measures. We use these measures internally to make operating decisions and for the planning and forecasting of future periods, and therefore provide this information to investors because we believe it allows more meaningful period-to-period comparisons of our ongoing operating results, without the fluctuations in the amount of certain costs that do not reflect our underlying operating results. | |||||||
JBT CORPORATION | |||||||
NON-GAAP FINANCIAL MEASURES | |||||||
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA | |||||||
(Unaudited and in millions) | |||||||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Net income | $ | 29.0 | $ | 19.7 | |||
Loss from discontinued operations, net of taxes | — | — | |||||
Income from continuing operations as reported | 29.0 | 19.7 | |||||
Income tax provision | 8.9 | 6.5 | |||||
Interest expense, net | 4.8 | 3.3 | |||||
Depreciation and amortization | 17.5 | 14.7 | |||||
EBITDA | 60.2 | 44.2 | |||||
Restructuring expense | 2.0 | 5.9 | |||||
Pension expense, other than service cost | 1.0 | 0.5 | |||||
M&A related costs | 2.5 | 0.7 | |||||
Adjusted EBITDA | $ | 65.7 | $ | 51.3 | |||
The above table reports EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. Given the Company’s focus on growth through acquisitions, management believes EBITDA facilitates an evaluation of business performance while excluding the impact of amortization due to the step up in value of intangible assets, and the depreciation of fixed assets. We use Adjusted EBITDA internally to make operating decisions and believe this information is helpful to investors because it allows more meaningful period-to-period comparisons of our ongoing operating results. | |||||||
JBT CORPORATION | |||||||
BUSINESS SEGMENT DATA | |||||||
(Unaudited and in millions) | |||||||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Revenue | |||||||
JBT FoodTech | $ | 309.7 | $ | 294.6 | |||
JBT AeroTech | 148.0 | 122.9 | |||||
Total revenue | $ | 457.7 | $ | 417.5 | |||
Income before income taxes | |||||||
Segment operating profit(1)(2): | |||||||
JBT FoodTech | $ | 40.7 | $ | 38.7 | |||
JBT FoodTech segment operating profit % | 13.1 | % | 13.1 | % | |||
JBT AeroTech | 18.5 | 10.1 | |||||
JBT AeroTech segment operating profit % | 12.5 | % | 8.2 | % | |||
Total segment operating profit | 59.2 | 48.8 | |||||
Total segment operating profit % | 12.9 | % | 11.7 | % | |||
Corporate expense | 13.5 | 12.9 | |||||
Restructuring expense | 2.0 | 5.9 | |||||
Operating income | $ | 43.7 | $ | 30.0 | |||
Operating income % | 9.5 | % | 7.2 | % | |||
Other business segment information | |||||||
Three Months Ended March 31, | |||||||
Inbound orders | 2020 | 2019 | |||||
JBT FoodTech | $ | 315.5 | $ | 309.1 | |||
JBT AeroTech | 154.6 | 152.7 | |||||
Total inbound orders | $ | 470.1 | $ | 461.8 | |||
As of March 31, | |||||||
2020 | 2019 | ||||||
Order Backlog | |||||||
JBT FoodTech | $ | 395.0 | $ | 423.3 | |||
JBT AeroTech | 310.0 | 337.5 | |||||
Total order backlog | $ | 705.0 | $ | 760.8 | |||
(1) Segment operating profit is defined as total segment revenue less segment operating expenses. Corporate expense, restructuring expense, interest income and expense, pension expense other than service, and income taxes are not allocated to the segments. Corporate expense generally includes corporate staff-related expense, stock-based compensation, LIFO adjustments, certain foreign currency related gains and losses, and the impact of unusual or strategic events not representative of segment operations. (2) Total segment operating profit, as presented elsewhere in this release, is a non-GAAP measure. The table above includes a reconciliation of total segment operating profit to operating income. We believe that this measure provides to investors a more comprehensive understanding of the information used by management in evaluating the performance of its segment operations. It is not intended to nor shall be considered in isolation or as a substitute for financial measures prepared in accordance with U.S. GAAP. | |||||||
JBT CORPORATION | |||||||||||||||
NON-GAAP FINANCIAL MEASURES | |||||||||||||||
RECONCILIATION OF OPERATING PROFIT TO ADJUSTED EBITDA BY SEGMENT | |||||||||||||||
(Unaudited and in millions) | |||||||||||||||
Three Months Ended March 31, 2020 | |||||||||||||||
(In millions) | JBT FoodTech | JBT AeroTech | Corporate (Unallocated) | Consolidated | |||||||||||
Operating profit | $ | 40.7 | $ | 18.5 | $ | (15.5 | ) | $ | 43.7 | ||||||
Restructuring expense | — | — | 2.0 | 2.0 | |||||||||||
M&A related costs | — | — | 2.5 | 2.5 | |||||||||||
Adjusted operating profit | 40.7 | 18.5 | (11.0 | ) | 48.2 | ||||||||||
Depreciation and amortization | 15.6 | 1.2 | 0.7 | 17.5 | |||||||||||
Adjusted EBITDA | $ | 56.3 | $ | 19.7 | $ | (10.3 | ) | $ | 65.7 | ||||||
Revenue | $ | 309.7 | $ | 148.0 | $ | — | $ | 457.7 | |||||||
Operating profit % | 13.1 | % | 12.5 | % | 9.5 | % | |||||||||
Adjusted operating profit % | 13.1 | % | 12.5 | % | 10.5 | % | |||||||||
Adjusted EBITDA % | 18.2 | % | 13.3 | % | 14.4 | % | |||||||||
Three Months Ended March 31, 2019 | |||||||||||||||
(In millions) | JBT FoodTech | JBT AeroTech | Corporate (Unallocated) | Consolidated | |||||||||||
Operating profit | $ | 38.7 | $ | 10.1 | $ | (18.8 | ) | $ | 30.0 | ||||||
Restructuring expense | — | — | 5.9 | 5.9 | |||||||||||
M&A related costs | 0.4 | 0.3 | — | 0.7 | |||||||||||
Adjusted operating profit | 39.1 | 10.4 | (12.9 | ) | 36.6 | ||||||||||
Depreciation and amortization | 12.9 | 1.0 | 0.8 | 14.7 | |||||||||||
Adjusted EBITDA | $ | 52.0 | $ | 11.4 | $ | (12.1 | ) | $ | 51.3 | ||||||
Revenue | $ | 294.6 | $ | 122.9 | $ | — | $ | 417.5 | |||||||
Operating profit % | 13.1 | % | 8.2 | % | 7.2 | % | |||||||||
Adjusted operating profit % | 13.3 | % | 8.5 | % | 8.8 | % | |||||||||
Adjusted EBITDA % | 17.7 | % | 9.3 | % | 12.3 | % | |||||||||
The above table reports EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. Given the Company’s focus on growth through acquisitions, management believes EBITDA facilitates an evaluation of business performance while excluding the impact of amortization due to the step up in value of intangible assets, and the depreciation of fixed assets. We use Adjusted EBITDA internally to make operating decisions and believe this information is helpful to investors because it allows more meaningful period-to-period comparisons of our ongoing operating results. | |||||||||||||||
JBT CORPORATION | |||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
(Unaudited and in millions) | |||||||
March 31, | December 31, | ||||||
2020 | 2019 | ||||||
Cash and cash equivalents | $ | 75.4 | $ | 39.5 | |||
Trade receivables, net of allowances | 338.7 | 363.3 | |||||
Inventories | 237.2 | 245.0 | |||||
Other current assets | 51.7 | 60.4 | |||||
Total current assets | 703.0 | 708.2 | |||||
Property, plant and equipment, net | 261.3 | 265.6 | |||||
Other assets | 919.9 | 941.1 | |||||
Total assets | $ | 1,884.2 | $ | 1,914.9 | |||
Short-term debt and current portion of long-term debt | $ | 0.3 | $ | 0.9 | |||
Accounts payable, trade and other | 159.2 | 198.6 | |||||
Advance and progress payments | 102.5 | 107.0 | |||||
Other current liabilities | 150.1 | 168.0 | |||||
Total current liabilities | 412.1 | 474.5 | |||||
Long-term debt, less current portion | 733.6 | 698.3 | |||||
Accrued pension and other post-retirement benefits, less current portion | 71.4 | 73.9 | |||||
Other liabilities | 96.4 | 98.7 | |||||
Common stock and additional paid-in capital | 232.0 | 229.5 | |||||
Retained earnings | 557.6 | 532.8 | |||||
Accumulated other comprehensive loss | (218.9 | ) | (192.8 | ) | |||
Total stockholders' equity | 570.7 | 569.5 | |||||
Total Liabilities and Stockholders' Equity | $ | 1,884.2 | $ | 1,914.9 | |||
JBT CORPORATION | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||
(Unaudited and in millions) | |||||||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Cash flows from operating activities: | |||||||
Income from continuing operations | $ | 29.0 | $ | 19.7 | |||
Adjustments to reconcile income to cash provided by operating activities: | |||||||
Depreciation and amortization | 17.5 | 14.7 | |||||
Other | 4.4 | 3.9 | |||||
Changes in operating assets and liabilities: | |||||||
Trade accounts receivable, net | 14.7 | 27.8 | |||||
Inventories | (2.8 | ) | (14.1 | ) | |||
Accounts payable, trade and other | (36.3 | ) | (37.4 | ) | |||
Advance and progress payments | (0.8 | ) | 3.8 | ||||
Other - assets and liabilities, net | (11.9 | ) | (16.4 | ) | |||
Cash provided by continuing operating activities | 13.8 | 2.0 | |||||
Cash required by discontinued operating activities | — | (0.1 | ) | ||||
Cash provided by operating activities | 13.8 | 1.9 | |||||
Cash flows required by investing activities: | |||||||
Acquisitions, net of cash acquired | — | (47.3 | ) | ||||
Capital expenditures | (9.2 | ) | (7.6 | ) | |||
Other | 0.8 | — | |||||
Cash required by investing activities | (8.4 | ) | (54.9 | ) | |||
Cash flows provided by financing activities: | |||||||
Net proceeds on credit facilities | 37.5 | 60.5 | |||||
Dividends | (3.2 | ) | (3.2 | ) | |||
Other | — | (3.6 | ) | ||||
Cash provided by financing activities | 34.3 | 53.7 | |||||
Effect of foreign exchange rate changes on cash and cash equivalents | (3.8 | ) | 0.2 | ||||
Increase in cash and cash equivalents | 35.9 | 0.9 | |||||
Cash and cash equivalents, beginning of period | 39.5 | 43.0 | |||||
Cash and cash equivalents, end of period | $ | 75.4 | $ | 43.9 | |||
JBT CORPORATION | |||||||
NON-GAAP FINANCIAL MEASURES | |||||||
FREE CASH FLOW | |||||||
(Unaudited and in millions) | |||||||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Cash provided by continuing operating activities | $ | 13.8 | $ | 2.0 | |||
Less: capital expenditures | 9.2 | 7.6 | |||||
Plus: proceeds from sale of fixed assets | 0.8 | — | |||||
Plus: pension contributions | 0.2 | 0.2 | |||||
Free cash flow (FCF) | $ | 5.6 | $ | (5.4 | ) | ||
The above table reports Free cash flow, which is a non-GAAP financial measure. We use Free cash flow internally as a key indicator of our liquidity and ability to service debt, invest in business combinations, and return money to shareholders and believe this information is useful to investors because it provides an understanding of the cash available to fund these initiatives. For Free cash flow purposes we consider contributions to pension plans to more comparable to payment of debt, and therefore exclude these contributions from the calculation of Free cash flow. | |||||||