JBT MAREL Corp 10-Q for FY2021 Q1
JBT MAREL Corp (JBTM)
10-Q
2021-04-30
For: 2021-03-31
View Original
Added on
April 07, 2026
About this 10-Q
JBT MAREL Corp filed this 10-Q on April 30, 2021, covering the quarter ended March 31, 2021 (FY2021 Q1).
Headline figures
Quarter ended March 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $417.8M
- down 8.7% from $457.7M a year earlier
- Net income
- $27M
- down 6.9% from net income of $29M a year earlier
- Diluted EPS
- $0.84
- down 6.7% from $0.90 a year earlier
| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
| Washington, D.C. 20549 | ||
| FORM | |||||
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||||||||
For the quarterly period ended March 31, 2021
or
| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from ______ to ______ | |||||
Commission File Number 1-34036
| (Exact name of registrant as specified in its charter) | |||||||||||||||||||||||
| (State or other jurisdiction of | (I.R.S. Employer | ||||||||||||||||||||||
| incorporation or organization) | Identification No.) | ||||||||||||||||||||||
| (Address of principal executive offices) | (Zip code) | ||||||||||||||||||||||
(312 ) 861-5900
(Registrant’s telephone number, including area code)
| 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| 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. | ☐ | ||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at April 26, 2021 | |||||||
| Common Stock, par value $0.01 per share | ||||||||
1
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JOHN BEAN TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| (In millions, except per share data) | 2021 | 2020 | |||||||||
| Revenue: | |||||||||||
| Product revenue | $ | $ | |||||||||
| Service revenue | |||||||||||
| Total revenue | |||||||||||
| Operating expenses: | |||||||||||
| Cost of products | |||||||||||
| Cost of services | |||||||||||
| Selling, general and administrative expense | |||||||||||
| Restructuring expense | |||||||||||
| Operating income | |||||||||||
| Pension expense, other than service cost | |||||||||||
| Interest expense, net | |||||||||||
| Income from continuing operations before income taxes | |||||||||||
| Income tax provision | |||||||||||
| Income from continuing operations | |||||||||||
| Net income | $ | $ | |||||||||
| Basic earnings per share: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Net income | $ | $ | |||||||||
| Diluted earnings per share: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Net income | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
2
JOHN BEAN TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2021 | 2020 | |||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of income taxes | |||||||||||
| Foreign currency translation adjustments | ( | ||||||||||
| Pension and other postretirement benefits adjustments | |||||||||||
| Derivatives designated as hedges | ( | ||||||||||
| Other comprehensive income (loss) | ( | ||||||||||
| Comprehensive income | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
3
JOHN BEAN TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| (In millions, except per share data and number of shares) | March 31, 2021 | December 31, 2020 | |||||||||
| Assets: | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Trade receivables, net of allowances | |||||||||||
| Contract assets | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
Property, plant and equipment, net of accumulated depreciation of $ | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Other assets | |||||||||||
| Total Assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity: | |||||||||||
| Current Liabilities: | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Accounts payable, trade and other | |||||||||||
| Advance and progress payments | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Accrued pension and other postretirement benefits, less current portion | |||||||||||
| Other liabilities | |||||||||||
| Commitments and contingencies (Note 12) | |||||||||||
| Stockholders' Equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
Common stock held in treasury, at cost March 31, 2021: | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
4
JOHN BEAN TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2021 | 2020 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile income from continuing operations to cash provided by continuing operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Trade receivables, net and contract assets | |||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable, trade and other | ( | ||||||||||
| Advance and progress payments | ( | ||||||||||
| Accrued pension and other postretirement benefits, net | ( | ( | |||||||||
| Other assets and liabilities, net | ( | ( | |||||||||
| Cash provided by continuing operating activities | |||||||||||
| Cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Acquisitions, net of cash acquired | ( | ||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from disposal of assets | |||||||||||
| Cash required by investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net payments on short-term debt | ( | ( | |||||||||
| Net (payments) proceeds from domestic credit facilities | ( | ||||||||||
| Dividends | ( | ( | |||||||||
| Cash (required) provided by financing activities | ( | ||||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
5
JOHN BEAN TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
| For the three months ended March 31, 2021 | |||||||||||||||||||||||||||||||||||
| (In millions) | Common Stock | Common Stock Held in Treasury | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Equity | |||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
| Issuance of treasury stock | — | ( | — | — | |||||||||||||||||||||||||||||||
Common stock cash dividends, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of income taxes of $ | — | — | — | — | |||||||||||||||||||||||||||||||
Derivatives designated as hedges, net of income taxes of $ | — | — | — | — | |||||||||||||||||||||||||||||||
Pension and other postretirement liability adjustments, net of income taxes of $ | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| For the three months ended March 31, 2020 | |||||||||||||||||||||||||||||||||||
| (In millions) | Common Stock | Common Stock Held in Treasury | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Equity | |||||||||||||||||||||||||||||
| Balance at December 31, 2019 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Common stock cash dividends, $ | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of income taxes of $( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Derivatives designated as hedges, net of income taxes of $( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Pension and other postretirement liability adjustments, net of income taxes of $ | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | |||||||||||||||||||||||||||||||
| Adoption of ASC 326 | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
| Balance at March 31, 2020 | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
6
JOHN BEAN TECHNOLOGIES CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
John Bean Technologies Corporation and its majority-owned consolidated subsidiaries (the “Company,” “JBT,” “our,” “us,” or “we”) provide global technology solutions to high-value segments of the food and beverage and air transportation industries. The Company designs, produces and services sophisticated products and systems for multi-national and regional customers through JBT FoodTech and JBT AeroTech segments. The Company has manufacturing operations worldwide that are strategically located to facilitate delivery of its products and services to its customers.
Basis of Presentation
In accordance with Securities and Exchange Commission (“SEC”) rules for interim periods, the accompanying unaudited condensed consolidated financial statements (the “interim financial statements”) do not include all of the information and notes for complete financial statements as required by accounting principles generally accepted in the United States of America (“U.S. GAAP”). As such, the accompanying interim financial statements should be read in conjunction with the Annual Report on Form 10-K for the year ended December 31, 2020, which provides a more complete description of the Company’s accounting policies, financial position, operating results, business, properties, and other matters. The year-end condensed consolidated Balance Sheet was derived from audited financial statements, but does not include all annual disclosures required by accounting principles generally accepted in the United States of America.
In the opinion of management, the interim financial statements reflect all normal recurring adjustments necessary for a fair statement of the Company's financial condition and operating results as of and for the periods presented. Revenue, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the interim results and trends in the interim financial statements may not be representative of those for the full year or any future period.
Use of estimates
Preparation of financial statements that follow U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
7
NOTE 2. ACQUISITIONS
During 2021 and 2020 the Company acquired 100 % of voting equity of one business and assets and liabilities of another business. A summary of the acquisitions made during the period is as follows:
| Date | Type | Company/Product Line | Location (Near) | Segment | ||||||||||||||||||||||
| February 28, 2021 | Stock | AutoCoding Systems Ltd. ("ACS") | Cheshire, U.K. | JBT FoodTech | ||||||||||||||||||||||
| A provider of a central command solution for the integration of packaging process devices. The ACS acquisition extends the Company's capabilities in packaging line equipment and associated devices, including coding and label inspection and verification. | ||||||||||||||||||||||||||
| May 29, 2020 | Asset | MARS Food Processing Solutions, LLC | Denver, North Carolina | JBT FoodTech | ||||||||||||||||||||||
| A provider of solutions for monitoring and managing the efficiency of poultry processing plants. The MARS acquisition allows us to offer our Protein customers proprietary solutions for monitoring and managing the efficiency of poultry processing plants. | ||||||||||||||||||||||||||
Each acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and revenue enhancement synergies coupled with the assembled workforce acquired.
ACS(1) | |||||
| (In millions) | |||||
| Financial assets | $ | ||||
| Inventories | |||||
| Property, plant and equipment | |||||
Other intangible assets (2) | |||||
| Deferred taxes | ( | ||||
| Financial liabilities | ( | ||||
| Total identifiable net assets | $ | ||||
| Cash consideration paid | $ | ||||
| Cash acquired | |||||
| Net consideration | $ | ||||
Goodwill (3) | $ | ||||
(1)The purchase accounting for ACS is provisional. The valuation of certain working capital balances, property, plant and equipment, intangibles, income tax balances and residual goodwill is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date).
8
During the second quarter of 2020, we acquired certain assets and liabilities of MARS Food Processing Solutions, LLC ("MARS") with a purchase price of $5 million. The Company expects goodwill of $3.1 million from this acquisition to be deductible for income tax purpose.
NOTE 3. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill by business segment were as follows:
| (In millions) | JBT FoodTech | JBT AeroTech | Total | ||||||||||||||
| Balance as of December 31, 2020 | $ | $ | $ | ||||||||||||||
| Acquisitions | |||||||||||||||||
| Currency translation | ( | ( | |||||||||||||||
| Balance as of March 31, 2021 | $ | $ | $ | ||||||||||||||
Intangible assets consisted of the following:
| March 31, 2021 | December 31, 2020 | ||||||||||||||||||||||
| (In millions) | Gross carrying amount | Accumulated amortization | Gross carrying amount | Accumulated amortization | |||||||||||||||||||
| Customer relationship | $ | $ | $ | $ | |||||||||||||||||||
| Patents and acquired technology | |||||||||||||||||||||||
| Trademarks | |||||||||||||||||||||||
| Non-amortizing intangible assets | — | — | |||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | |||||||||||||||||||
NOTE 4. INVENTORIES
Inventories consisted of the following:
| (In millions) | March 31, 2021 | December 31, 2020 | |||||||||
| Raw materials | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Gross inventories before LIFO reserves and valuation adjustments | |||||||||||
| LIFO reserves | ( | ( | |||||||||
| Valuation adjustments | ( | ( | |||||||||
| Net inventories | $ | $ | |||||||||
9
NOTE 5. PENSION
Components of net periodic benefit cost were as follows:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2021 | 2020 | |||||||||
| Service cost | $ | $ | |||||||||
| Interest cost | |||||||||||
| Expected return on plan assets | ( | ( | |||||||||
| Amortization of net actuarial losses | |||||||||||
| Net periodic cost | $ | $ | |||||||||
The Company expects to contribute $15.2 million to its pension and other post-retirement benefit plans in 2021. The pension contributions will be primarily for the U.S. qualified pension plan. All of the contributions are expected to be in the form of cash. We have made no contribution to our U.S. qualified pension plan during the three months ended March 31, 2021.
NOTE 6. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income or loss (“AOCI”) represents the cumulative balance of other comprehensive income, net of tax, as of the Balance Sheet date. For the Company, AOCI is composed of adjustments related to pension and other postretirement benefit plans, derivatives designated as hedges, and foreign currency translation adjustments. Changes in the AOCI balances for the three months ended March 31, 2021 and 2020 are shown in the following tables:
Pension and Other Postretirement Benefits (1) | Derivatives Designated as Hedges (1) | Foreign Currency Translation (1) | Total (1) | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Beginning balance, December 31, 2020 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive income (loss) before reclassification | |||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ||||||||||||||||||||||
| Ending balance, March 31, 2021 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) All amounts are net of income taxes.
Reclassification adjustments from AOCI into earnings for pension and other postretirement benefit plans for the three months ended March 31, 2021 were $2.3 million of charges to pension expense, other than service cost, net of $0.6 million in benefit for income taxes. Reclassification adjustments for derivatives designated as hedges for the same period were $0.4 million of interest expense, net of $0.1 million income tax benefit. Reclassification adjustments for foreign currency translation related to net investment hedges for the three months ended March 31, 2021 were $0.7 million of benefit in interest expense, net of $0.2 million income tax provision.
Pension and Other Postretirement Benefits (1) | Derivatives Designated as Hedges (1) | Foreign Currency Translation | Total (1) | ||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||
| Beginning balance, December 31, 2019 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassification | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ||||||||||||||||||||||
| Ending balance, March 31, 2020 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) All amounts are net of income taxes.
Reclassification adjustments from AOCI into earnings for pension and other postretirement benefit plans for the three months ended March 31, 2020 were $2.0 million of charges to pension expense, other than service cost, net of $0.5 million benefit for
10
NOTE 7. REVENUE RECOGNITION
Transaction price allocated to the remaining performance obligations
The majority of the Company's contracts are completed within twelve months. For performance obligations that extend beyond one year, the Company estimated that $238.1 million in revenue is expected to be recognized in the future periods related to remaining performance obligations as of March 31, 2021. The Company expects to complete these obligations and recognize 49 % of the remaining transaction price in 2021, 34 % of the remaining transaction price in 2022 and the remainder in 2023. The Company has elected the following optional exemptions from the remaining performance obligation disclosures:
•Contracts that have an original expected duration of one year or less; and
•Performance obligations related to revenue recognized over time using the as-invoiced practical expedient.
Disaggregation of Revenue
In the following table, revenue is disaggregated by type of good or service, primary geographical market, and timing of recognition for each reportable segment. The table also includes a reconciliation of the disaggregated revenue to total revenue of each reportable segment.
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||
| March 31, 2021 | March 31, 2020 | ||||||||||||||||||||||
| (In millions) | JBT FoodTech | JBT AeroTech | JBT FoodTech | JBT AeroTech | |||||||||||||||||||
| Type of Good or Service | |||||||||||||||||||||||
Recurring (1) | $ | $ | $ | $ | |||||||||||||||||||
Non-recurring (1) | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
Geographical Region (2) | |||||||||||||||||||||||
| North America | |||||||||||||||||||||||
| Europe, Middle East and Africa | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Latin America | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
| Timing of Recognition | |||||||||||||||||||||||
| Point in Time | |||||||||||||||||||||||
| Over Time | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
(1) Aftermarket parts and services and revenue from lease and long-term service contracts are considered recurring revenue. Non-recurring revenue includes new equipment and installation.
(2) Geographical region represents the region in which the end customer resides.
11
Contract balances
The timing of revenue recognition, billings and cash collections results in trade receivables, contract assets, and advance and progress payments (contract liabilities). Contract assets exist when revenue recognition occurs prior to billings. Contract assets are transferred to trade receivables when the right to payment becomes unconditional (i.e., when receipt of the amount is dependent only on the passage of time). Conversely, the Company often receives payments from its customers before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the Balance Sheet as Contract assets and within Advance and progress payments, respectively, on a contract-by-contract net basis at the end of each reporting period.
Contract asset and liability balances for the period were as follows:
| Balances as of | |||||||||||
| (In millions) | March 31, 2021 | December 31, 2020 | |||||||||
| Contract assets | $ | $ | |||||||||
| Contract liabilities | |||||||||||
| Balances as of | |||||||||||
| March 31, 2020 | December 31, 2019 | ||||||||||
| Contract assets | |||||||||||
| Contract liabilities | |||||||||||
NOTE 8. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share from continuing operations for the respective periods and basic and diluted shares outstanding:
| Three Months Ended March 31, | |||||||||||
| (In millions, except per share data) | 2021 | 2020 | |||||||||
| Basic earnings per share: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Weighted average number of shares outstanding | |||||||||||
| Basic earnings per share from continuing operations | $ | $ | |||||||||
| Diluted earnings per share: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Weighted average number of shares outstanding | |||||||||||
| Effect of dilutive securities: | |||||||||||
| Restricted stock | |||||||||||
| Total shares and dilutive securities | |||||||||||
| Diluted earnings per share from continuing operations | $ | $ | |||||||||
12
NOTE 9. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
•Level 1: Unadjusted quoted prices in active markets for identical assets and liabilities that the Company can assess at the measurement date.
•Level 2: Observable inputs other than those included in Level 1 that are observable for the asset or liability, either directly or indirectly. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
•Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
Financial assets and financial liabilities measured at fair value on a recurring basis are as follows:
| As of March 31, 2021 | As of December 31, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||||||||||||||||||||
| Investments | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Derivatives | |||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Contingent consideration | |||||||||||||||||||||||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Investments represent securities held in a trust for the non-qualified deferred compensation plan. Investments are classified as trading securities and are valued based on quoted prices in active markets for identical assets that the Company has the ability to access. Investments are reported separately in other assets on the Balance Sheet, and include an unrealized gain of $0.3 million as of March 31, 2021 and unrealized gain of $1.1 million as of December 31, 2020.
The Company uses the income approach to measure the fair value of derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow by measuring the change between the derivative contract rate and the published market indicative currency rate, multiplied by the contract notional values, and applying an appropriate discount rate as well as a factor of credit risk.
The purchase agreement for the Company's acquisition of Proseal, in the second quarter of 2019, included contingent consideration due to the sellers of Proseal upon achievement of certain earnings targets. The contingent consideration obligation was included in the Balance Sheet as other current liabilities as of March 31, 2021, and the accrued amount was subsequently paid prior to the date of this filing.
The following table provides a summary of changes in fair value of contingent consideration during the three months ended March 31, 2021 and 2020:
| Three months ended | |||||||||||
| March 31, 2021 | March 31, 2020 | ||||||||||
| Beginning balance | $ | $ | |||||||||
| Measurement adjustments recorded to earnings | ( | ||||||||||
| Foreign currency translation adjustment | ( | ||||||||||
| Ending balance | $ | $ | |||||||||
The carrying amounts of cash and cash equivalents, trade receivables and payables, as well as financial instruments included in other current assets and other current liabilities, approximate fair values because of their short-term maturities.
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NOTE 10. DERIVATIVE FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Derivative Financial Instruments
All derivatives are recorded as assets or liabilities in the Balance Sheet at their respective fair values. For derivatives designated as cash flow hedges, the unrealized gain or loss related to the derivatives is recorded in Other comprehensive income (loss) until the hedged transaction affects earnings. The Company assesses at inception of the hedge, whether the derivative in the hedging transaction will be highly effective in offsetting changes in cash flows of the hedged item. Changes in the fair value of derivatives that do not meet the criteria for designation as a hedge are recognized in earnings.
Foreign Exchange: the Company manufactures and sells products in a number of countries throughout the world and, as a result, the Company is exposed to movements in foreign currency exchange rates. Major foreign currency exposures involve the markets in Western Europe, South America and Asia. Some of the Company's sales and purchase contracts contain embedded derivatives due to the nature of doing business in certain jurisdictions, which are taken into consideration as part of the Company's risk management policy. The purpose of the Company's foreign currency hedging activities is to manage the economic impact of exchange rate volatility associated with anticipated foreign currency purchases and sales made in the normal course of business. The Company primarily utilizes forward foreign exchange contracts with maturities of less than 2 years in managing this foreign exchange rate risk. The Company has not designated these forward foreign exchange contracts, which had a notional value at March 31, 2021 of $697.2 million, as hedges and therefore does not apply hedge accounting.
The following table presents the fair value of foreign currency derivatives and embedded derivatives included within the Balance Sheet:
| As of March 31, 2021 | As of December 31, 2020 | ||||||||||||||||||||||
| (In millions) | Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Liabilities | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
A master netting arrangement allows counterparties to net settle amounts owed to each other as a result of separate offsetting derivative transactions. The Company enters into master netting arrangements with its counterparties when possible to mitigate credit risk in derivative transactions by permitting the Company to net settle for transactions with the same counterparty. However, it does not net settle with such counterparties. As a result, derivatives are presented at their gross fair values in the Balance Sheet.
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As of March 31, 2021 and December 31, 2020, information related to these offsetting arrangements was as follows:
| (In millions) | As of March 31, 2021 | ||||||||||||||||||||||||||||
| Offsetting of Assets | Gross Amounts of Recognized Assets | Gross Amounts Offset in the Consolidated Balance Sheet | Net Presented in the Consolidated Balance Sheet | Amount Subject to Master Netting Agreement | Net Amount | ||||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| (In millions) | As of March 31, 2021 | ||||||||||||||||||||||||||||
| Offsetting of Liabilities | Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Consolidated Balance Sheet | Net Presented in the Consolidated Balance Sheet | Amount Subject to Master Netting Agreement | Net Amount | ||||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| (In millions) | As of December 31, 2020 | ||||||||||||||||||||||||||||
| Offsetting of Assets | Gross Amounts of Recognized Assets | Gross Amounts Offset in the Consolidated Balance Sheet | Net Presented in the Consolidated Balance Sheet | Amount Subject to Master Netting Agreement | Net Amount | ||||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
| (In millions) | As of December 31, 2020 | ||||||||||||||||||||||||||||
| Offsetting of Liabilities | Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Consolidated Balance Sheet | Net Presented in the Consolidated Balance Sheet | Amount Subject to Master Netting Agreement | Net Amount | ||||||||||||||||||||||||
| Derivatives | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||
The following table presents the location and amount of the gain (loss) on foreign currency derivatives and on the remeasurement of assets and liabilities denominated in foreign currencies, as well as the net impact recognized in the Income Statement:
| Derivatives Not Designated as Hedging Instruments | Location of Gain (Loss) Recognized in Income on Derivatives | ||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| (In millions) | 2021 | 2020 | |||||||||||||||
| Foreign exchange contracts | Revenue | $ | ( | $ | ( | ||||||||||||
| Foreign exchange contracts | Cost of sales | ||||||||||||||||
| Foreign exchange contracts | Selling, general and administrative expense | ||||||||||||||||
| Total | ( | ( | |||||||||||||||
| Remeasurement of assets and liabilities in foreign currencies | ( | ||||||||||||||||
| Net gain (loss) on foreign currency transactions | $ | ( | $ | ||||||||||||||
Interest Rates: The Company has entered into four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025. These interest rate swaps fix the interest rate applicable to certain of the Company's variable-rate debt. The agreements swap one-month LIBOR for fixed rates. We have designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in accumulated other comprehensive income (loss).
At March 31, 2021, the fair value of these derivatives designated as cash flow hedges were recorded in the Balance Sheet as other liabilities of $0.9 million and as accumulated other comprehensive income, net of tax, of $0.6 million.
Net Investment: The Company has entered into a cross currency swap agreement that synthetically swaps $116.4 million of fixed rate debt to Euro denominated fixed rate debt. The agreement is designated as a net investment hedge for accounting purposes. Accordingly, the gain or loss on this derivative instrument is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. Coupons received for the cross currency
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swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the condensed consolidated statements of income. For the three months ended March 31, 2021 and 2020, gains recorded in interest expense, net under the cross currency swap agreement were approximately $0.7
At March 31, 2021, the fair value of these derivatives designated as net investment hedges were recorded in the Balance Sheet as other assets of $3.4 million and as accumulated other comprehensive income, net of tax, of $2.5 million.
Refer to Note 9. Fair Value Of Financial Instruments for a description of how the values of the above financial instruments are determined.
Credit Risk
By their nature, financial instruments involve risk including credit risk for non-performance by counterparties. Financial instruments that potentially subject the Company to credit risk primarily consist of trade receivables and derivative contracts. The Company manages the credit risk on financial instruments by transacting only with financially secure counterparties, requiring credit approvals and establishing credit limits, and monitoring counterparties’ financial condition. Maximum exposure to credit loss in the event of non-performance by the counterparty, for all receivables and derivative contracts as of March 31, 2021, is limited to the amount drawn and outstanding on the financial instrument. Refer to Note 1. Description Of Business And Basis Of Presentation in Item 8. Financial Statements and Supplementary Data of the Company's most recent Annual Report on Form 10-K, for a description of how allowance for credit loss is determined on financial assets measured at amortized cost, which includes Trade receivables, Contract assets, and Non-current receivables.
NOTE 11. LEASES
The following table provides the required information regarding operating leases for which the Company is lessor.
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2021 | 2020 | |||||||||
| Fixed payment revenue | $ | $ | |||||||||
| Variable payment revenue | |||||||||||
| Total | $ | $ | |||||||||
Sales-type lease revenue was $1.2 million and $1.5 million for the three months ended March 31, 2021 and March 31, 2020, respectively.
Refer to Note 15. Related Party Transactions for details of operating lease agreements with related parties.
NOTE 12. COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company is at times subject to pending and threatened legal actions, some for which the relief or damages sought may be substantial. Although the Company is not able to predict the outcome of such actions, after reviewing all pending and threatened actions with counsel and based on information currently available, management believes that the outcome of such actions, individually or in the aggregate, will not have a material adverse effect on the Company's results of operations or financial position. However, it is possible that the ultimate resolution of such matters, if unfavorable, may be material to its results of operations in a particular future period as the time and amount of any resolution of such actions and its relationship to the future results of operations are not currently known.
Liabilities are established for pending legal claims only when losses associated with the claims are judged to be probable, and the loss can be reasonably estimated. In many lawsuits and arbitrations, it is not considered probable that a liability has been incurred or not possible to estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no liability would be recognized until that time.
Guarantees and Product Warranties
In the ordinary course of business with customers, vendors and others, the Company issues standby letters of credit, performance bonds, surety bonds and other guarantees. These financial instruments, which totaled $184.4 million at March 31,
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2021, represent guarantees of future performance. The Company has also provided $7.6 million of bank guarantees and letters of credit to secure a portion of its existing financial obligations. The majority of these financial instruments expire within one year and are expected to be replaced through the issuance of new or the extension of existing letters of credit and surety bonds.
In some instances, the Company guarantees its customers’ financing arrangements. The Company is responsible for payment of any unpaid amounts, but will receive indemnification from third parties for ninety-five percent of the contract values. In addition, the Company generally retains recourse to the equipment sold. As of March 31, 2021, the gross value of such arrangements was $1.4 million, of which its net exposure under such guarantees was $0.1 million.
The Company provides warranties to certain of its customers based on standard terms and conditions and negotiated agreements. The Company provides for the estimated cost of warranties at the time revenue is recognized. Cost of warranties includes an estimate for products where reliable, historical experience of failure rates, as well as the related costs in correcting a product failure warranty claims and cost exist. The Company also provides a warranty liability when additional specific warranty costs are identified. The warranty obligation reflected in other current liabilities in the consolidated Balance Sheet is based on historical experience by product and considers failure rates and the related costs in correcting a product failure. Warranty cost and accrual information were as follows:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2021 | 2020 | |||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Expense for new warranties | |||||||||||
| Adjustments to existing accruals | ( | ||||||||||
| Claims paid | ( | ( | |||||||||
| Added through acquisition | |||||||||||
| Translation | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
NOTE 13. BUSINESS SEGMENT INFORMATION
Operating segments for the Company are determined based on information used by the chief operating decision maker (CODM) in deciding how to evaluate performance and allocate resources to each of the segments. JBT’s CODM is the Chief Executive Officer (CEO). While there are many measures the CEO reviews in this capacity, the key segment measures reviewed include operating profit, operating profit margin, EBITDA, adjusted when applicable, and EBITDA margins.
Reportable segments are:
•JBT FoodTech—provides comprehensive solutions throughout the food production value chain extending from primary processing through packaging systems for a large variety of food and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, dairy, bakery, pet foods, soups, sauces, and juices.
•JBT AeroTech— supplies customized solutions and services used for applications in the air transportation industry, including airport authorities, airlines, airfreight, ground handling companies, militaries and defense contractors.
Segment operating profit is defined as total segment revenue less segment operating expenses. The following items have been excluded in computing segment operating profit: corporate expense, restructuring costs, pension expense, other than service cost, interest income and expense, and income taxes. See the table below for further details on corporate expense.
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Business segment information was as follows:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2021 | 2020 | |||||||||
| Revenue | |||||||||||
| JBT FoodTech | $ | $ | |||||||||
| JBT AeroTech | |||||||||||
| Total revenue | |||||||||||
| Income before income taxes | |||||||||||
| Segment operating profit: | |||||||||||
| JBT FoodTech | |||||||||||
| JBT AeroTech | |||||||||||
| Total segment operating profit | |||||||||||
| Corporate items: | |||||||||||
Corporate expense (1) | |||||||||||
Restructuring expense (2) | |||||||||||
| Operating income | |||||||||||
| Pension expense, other than service cost | |||||||||||
| Interest expense, net | |||||||||||
| Income from continuing operations before income taxes | $ | $ | |||||||||
(1)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)Refer to Note 14. Restructuring for further information on restructuring charges.
NOTE 14. RESTRUCTURING
Restructuring charges primarily consist of employee separation benefits under existing severance programs, foreign statutory termination benefits, certain one-time termination benefits, contract termination costs, asset impairment charges and other costs that are associated with restructuring actions. Certain restructuring charges are accrued prior to payments made in accordance with applicable guidance. For such charges, the amounts are determined based on estimates prepared at the time the restructuring actions were approved by management. Inventory write offs due to restructuring are reported in Cost of products and are included in each segment's operating profit given the nature of the item. All other restructuring charges that are reported as Restructuring expenses are excluded from the calculation of each segment's operating profit.
In the first quarter of 2018, the Company implemented a restructuring plan ("2018 restructuring plan") to address its global processes to flatten the organization, improve efficiency and better leverage general and administrative resources primarily within the JBT FoodTech segment. The Company recognized cumulative restructuring charges of $62.2 million, net of cumulative releases of the related liability of $11.9 million. The Company completed this plan in the third quarter of 2020 and transferred the remaining liability into the 2020 restructuring plan in the fourth quarter of 2020.
In the first quarter of 2020, the Company implemented an immaterial restructuring plan primarily within the JBT AeroTech segment. We recognized cumulative restructuring charges of $2.4 million related to severance, net of a cumulative release of related liability of $0.2 million. We completed this plan in the third quarter of 2020 and transferred the remaining liability into the 2020 restructuring plan in the fourth quarter of 2020.
In the third quarter of 2020, the Company implemented a restructuring plan ("2020 restructuring plan") for manufacturing capacity rationalization affecting both the JBT FoodTech and JBT AeroTech segments. The total estimated cost in connection with this plan is in the range of $8.0 million to $10.0 million for FoodTech and approximately $6.0 million for AeroTech. We
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recognized restructuring charges of $11.4 million, net of a cumulative release of the related liability of $0.5 million, through March 31, 2021, and expect to recognize the remaining costs by end of the year 2021.
The following table details the cumulative restructuring charges reported in operating income for the 2020 restructuring plan since the implementation of this plan:
| Cumulative Amount | Three Months Ended | Cumulative Amount | |||||||||||||||
| (In millions) | Balance as of December 31, 2020 | March 31, 2021 | Balance as of March 31, 2021 | ||||||||||||||
| 2020 restructuring plan | |||||||||||||||||
| Severance and related expense | |||||||||||||||||
| Inventory write-off | |||||||||||||||||
| Employee overlap costs | |||||||||||||||||
| Retention bonus | |||||||||||||||||
| Other | |||||||||||||||||
| Total Restructuring charges | $ | $ | $ | ||||||||||||||
Liability balances for restructuring activities are included in other current liabilities in the accompanying Balance Sheet. The table below details the activities in 2021:
| Impact to Earnings | |||||||||||||||||||||||||||||
| (In millions) | Balance as of December 31, 2020 | Charged to Earnings | Releases | Cash Payments | Balance as of March 31, 2021 | ||||||||||||||||||||||||
| 2020 restructuring plan | |||||||||||||||||||||||||||||
| Severance and related expense | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
| Employee overlap costs | ( | ||||||||||||||||||||||||||||
| Retention bonus | ( | ||||||||||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
The Company released $0.2 million of liability during the three months ended March 31, 2021 which it no longer expects to pay in connection with the 2020 restructuring plan due to actual severance payments differing from the original estimates and natural attrition of employees.
NOTE 15. RELATED PARTY TRANSACTIONS
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, our Annual Report on Form 10-K and other materials filed or to be filed by us with the Securities and Exchange Commission, as well as information in oral statements or other written statements made or to be made by us, contain statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or the negative version of those words or other comparable words and phrases. Any forward-looking statements contained in this Form 10-Q are based upon our historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. These forward-looking statements include, among others, statements relating to the expected impact of the COVID-19 pandemic on our business and our results of operations, our plans to mitigate the impact of the pandemic, our strategic plans, our restructuring plans and expected cost savings from those plans, our liquidity and our covenant compliance. The factors that could cause our actual results to differ materially from expectations include but are not limited to the following factors:
•the duration of the COVID-19 pandemic and the effects of the pandemic on our ability to operate our business and facilities, on our customers, on our supply chains and on the economy generally;
•fluctuations in our financial results;
•unanticipated delays or acceleration in our sales cycles;
•deterioration of economic conditions;
•disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business;
•changes to trade regulation, quotas, duties or tariffs;
•risks associated with acquisitions;
•effects of the U.K.’s exit from the E.U.;
•fluctuations in currency exchange rates;
•difficulty in implementing our business strategies;
•increases in energy or raw material prices, freight costs, and lack of availability of raw materials driven by supply chain delays and inflationary pressures;
•changes in food consumption patterns;
•impacts of pandemic illnesses, food borne illnesses and diseases to various agricultural products;
•weather conditions and natural disasters;
•impact of climate change and environmental protection initiatives;
•our ability to comply with the laws and regulations governing our U.S. government contracts;
•acts of terrorism or war;
•termination or loss of major customer contracts and risks associated with fixed-price contracts;
•customer sourcing initiatives;
•competition and innovation in our industries;
•our ability to develop and introduce new or enhanced products and services and keep pace with technological developments;
•difficulty in developing, preserving and protecting our intellectual property or defending claims of infringement;
•catastrophic loss at any of our facilities and business continuity of our information systems;
•cyber-security risks;
•loss of key management and other personnel;
•potential liability arising out of the installation or use of our systems;
•our ability to comply with U.S. and international laws governing our operations and industries;
•increases in tax liabilities;
•work stoppages;
•fluctuations in interest rates and returns on pension assets;
•availability of and access to financial and other resources; and
•the factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q.
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In addition, many of our Risk Factors and uncertainties are currently amplified by and will continue to be amplified by the COVID-19 pandemic. Given the highly fluid nature of the COVID-19 pandemic, it is not possible to predict all such risks and uncertainties. Refer to the section below titled “Impact of COVID-19 on our Business” in this Form 10-Q for additional information. If one or more of those or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Consequently, actual events and results may vary significantly from those included in or contemplated or implied by our forward-looking statements. The forward-looking statements included in this Form 10-Q are made only as of the date hereof, and we undertake no obligation to publicly update or revise any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or changes in circumstances or otherwise.
Executive Overview
We are a leading global technology solutions provider to high-value segments of the food and beverage industry with focus on proteins, liquid foods and automated guided vehicle systems. We design, produce, and service sophisticated products and systems for multi-national and regional customers through our FoodTech segment. We also sell critical equipment and services to domestic and international air transportation customers through our AeroTech segment.
Our strategic plan, Elevate, was designed to capitalize on the leadership position of our businesses and favorable macroeconomic trends. The Elevate plan is based on a four-pronged approach to deliver continued growth and margin expansion.
•Accelerate New Product & Service Development. We are accelerating the development of innovative products and services to provide customers with solutions that enhance yield and productivity and reduce lifetime cost of ownership.
•Grow Recurring Revenue. We are capitalizing on our extensive installed base to expand recurring revenue from aftermarket parts and services, equipment leases, consumables and our Airport Services offerings.
•Execute Impact Initiatives. We are enhancing organic growth through initiatives that enable us to sell the entire FoodTech portfolio globally, including enhancing our international sales and support infrastructure, localizing targeted products for emerging markets, and strategic cross selling of products. In AeroTech, we plan to continue to develop advanced military product offering and customer support capability to service global military customers. Additionally, our impact initiatives are designed to support the reduction in operating costs including strategic sourcing, relentless continuous improvement (lean) efforts, and the optimization of organizational structure.
•Maintain a Disciplined Acquisition Program. We are also continuing our strategic acquisition program focused on companies that add complementary products, which enable us to offer more comprehensive solutions to customers, and meet our strict economic criteria for returns and synergies.
We operate under the JBT Operating System which provides a level of process rigor across the company, and is designed to standardize and streamline reporting and problem resolution processes for increased visibility, efficiency, effectiveness and productivity in all business units.
Our approach to Environmental, Social and Corporate Governance (ESG) builds on our culture and long tradition of concern for our employees’ health, safety, and well-being; partnering with our customers to find ways to make better use of the earth’s precious resources; and giving back to the communities where we live and work. Our FoodTech equipment and technologies continue to deliver quality performance while striving to minimize food waste, extend food product life, and maximize efficiency in order to create shared value for our food and beverage customers. Our AeroTech equipment business offers a variety of power options, including electrically powered ground support equipment, that help customers meet their environmental objectives.We recognize the responsibility we have to make a positive impact on our shareholders, the environment and our communities in a manner that is consistent with our fiduciary duties. We have engaged in structured education for enhancing inclusive leadership skills in our organization designed to ensure more diversity in our leadership and hiring practices. We have completed a comprehensive evaluation to determine which ESG topics are most pressing for our business resulting in a materiality matrix informing our development of an ESG strategy, balanced to ensure we invest responsibly in initiatives that can address the risks and opportunities presented by ESG.
We evaluate our operating results considering key performance indicators including segment operating profit, segment operating profit margin, segment EBITDA (adjusted when appropriate) and segment EBITDA margins.
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Impact of COVID-19 on our Business
The COVID-19 pandemic has resulted and will continue to result in significant economic disruption and has adversely affected our business. The following uncertainties exist and may continue to have a negative impact on our overall financial results:
•our ability to obtain raw material from domestic and international suppliers required to manufacture our products and execution of services;
•our ability to secure inbound and outbound logistics to and from our facilities, with additional delays linked to international border crossings and the associated approvals and documentation;
•our ability to access customer locations in order to execute installations, new product deliveries, maintenance and repair services;
•our ability to efficiently operate our facilities and meet customer obligations due to modified employee work patterns resulting from social distancing guidelines, absence due to illness and cautionary quarantines and/or government ordered closures;
•limitations on the ability of our customers to conduct their business, and resulting impacts to our customers' purchasing patterns, from food and travel disruption, social distancing guidelines, absence due to illness or government ordered closures; and
•limitations on the ability of our customers to meet their financial obligations to JBT.
As a result of the global COVID-19 restrictions and social distancing requirements that have continued from the prior year, the food industry has experienced a notable rise in retail demand. This increase in demand is offset by a decline in demand for food service due to the reduced restaurant, travel and school activity. While our FoodTech customers are present in both the retail and food services channels, this shift in demand continues to create volatility and uncertainty in our customer's purchasing patterns. In the first quarter of 2021, our inbound FoodTech orders increased by 22% compared to same period in 2020 as we continued to see positive recovery for food processors, specifically for those in the quick service restaurant drive through businesses and those servicing the sustained "eat-at-home" trend. Our customers appear to be investing more to support these trends, addressing immediate capacity needs and creating strong interest in FoodTech's broad product offerings. Expected to offset some of these improvements in orders are continued supply chain challenges that we see across many of our markets. Although the pandemic continues to negatively impact our revenue numbers and results of operations in FoodTech, we believe it may present an opportunity to accelerate initiatives that were previously underway to bring automation solutions as well as satisfying food safety and hygiene requirements and responding to changes in consumer preferences. In addition, end products such as juice, canned foods and ready meals remain in high retail demand during the pandemic.
For AeroTech, a large portion of the business depends on the passenger airline industry. Passenger air travel that had virtually halted world-wide in early 2020, is improving since the fourth quarter of 2020 as vaccines are rolled out globally and areas are re-opened. However global passenger traffic continues to be well below pre-pandemic levels, which continues to directly impact our mobile equipment and airport services business. We expect this impact of the pandemic to continue at least into 2022. Airport infrastructure spending, which is subject to long lead time contracts, remained relatively stable in the first quarter, and, although our projections have more uncertainty than in pre-pandemic periods, we expect demand and inbound orders for these products to continue throughout 2021. In addition, the ongoing benefits of cost controls including restructuring, as well as the diversity of revenue streams within the business, have allowed for AeroTech to remain solidly profitable despite these impacts and uncertainties.
Specifically for aftermarket revenue streams, within the AeroTech segment we are also experiencing reduced aftermarket demand due to lower equipment utilization by customers. We have begun to see improvement in certain areas of the world as countries and regions reopen, but these improvements may not continue if a broader resurgence in COVID-19 cases causes restrictions to be reinstated. Recurring revenue for the FoodTech segment for the quarter is comparable to the same period last year as most food processing companies sustained critical operations, despite the disruption of the pandemic, requiring maintenance and parts. However, across both segments we are experiencing supply chain disruptions that we expect may continue to challenge margins throughout 2021.
Furthermore, an outbreak of COVID-19 in one of our production facilities may lead to a temporary shut-down, which would negatively impact our results. However, there is no significant concentration of our operations across our manufacturing facilities such that a short-term single plant closure would be expected to have a material impact to our consolidated results.
Although we cannot reasonably estimate the duration and severity of these COVID-19 related events or the impact this will have on the global economy or our business, we believe that our positive order trends and strong balance sheet and cash flows will allow us to emerge from these events well-positioned for long-term growth. For a discussion of the risks and uncertainties
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associated with the COVID-19 pandemic, see “The COVID-19 pandemic could have a material adverse impact on our business operations, results of operations, cash flows and financial position” in Item 1A. Risk Factors of our most recent Annual Report on Form 10-K.
Our Strategy to Mitigate Impacts of COVID-19
In light of these uncertainties, our focus is to preserve liquidity while maintaining our ability to execute as a critical supplier to the essential food and air transportation industries, and invest in the key growth strategies evident for a recovery from this pandemic. We have implemented incremental controls to further support our disciplined approach to working capital management. We are also availing ourselves of tax benefits available under the CARES Act. We continue to reduce spending more broadly across the company, with efforts in the first quarter of 2021 including reduced discretionary spending and travel, and limiting capital spending to critical needs. We have developed contingency plans to further reduce costs and use of capital if the situation deteriorates. In addition, we are selectively resuming investments to ensure continued investment in product development, human capital, and customer support where market conditions are more favorable.
As of the date of this filing, all of our factories and warehouses remain operational. We continue to maintain protocols under the guidance of our Crisis Response Team to protect the health and safety of our workers in our facilities, including daily symptoms screening for clearance to work, social distancing requirements in our workplaces, face covering requirements where social distancing is not possible, facilitation of work from home arrangements for our employees who can perform work functions remotely, and global travel restrictions consistent with CDC and local government guidelines. Our Crisis Response Team issues frequent guidance to our managers and employees to reinforce these protocols and policies designed to keep our employees safe, and maintain our business operations. Furthermore, we have largely maintained our supply chain to date through our geographically diversified supplier base, and are providing enhanced remote support options and extended hours to our customers to support them through the disruption caused by the pandemic. Despite reduced capital expenditures and cost cutting measures, we have protected our investment in product development including in new technology driven by customer demand. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees and our other stakeholders.
Non-GAAP Financial Measures
We present non-GAAP financial measures in this quarterly report on Form 10-Q. These non-GAAP financial measures exclude certain amounts that are included in a measure calculated under U.S. GAAP, or include certain amounts that are excluded from a measure calculated under U.S. GAAP. By excluding or including these items, we believe we provide greater transparency into our operating results and trends, and a more meaningful comparison of our ongoing operating results, consistent with how management evaluates performance. Management uses these non-GAAP financial measures in financial and operational evaluation, planning and forecasting. The adjustments generally fall within the following categories: restructuring costs, M&A related costs, pension-related costs, constant currency adjustments and other major items affecting comparability of our ongoing operating results.
The non-GAAP financial measures presented in this report may differ from similarly-titled measures used by other companies. The non-GAAP financial measures are not intended to be used as a substitute for, nor should they be considered in isolation of, financial measures prepared in accordance with U.S. GAAP.
Additional details for each Non-GAAP financial measure follow:
•Free cash flow: We define free cash flow as cash provided by continuing operating activities, less capital expenditures, plus proceeds from sale of fixed assets and pension contributions. For free cash flow purposes we consider contributions to pension plans to be more comparable to payment of debt, and therefore exclude these contributions from the calculation of free cash flow.
•Adjusted income from continuing operations and Adjusted diluted earnings per share from continuing operations: We adjust earnings for restructuring and M&A related costs, which include integration costs and the amortization of inventory step-up from business combinations, advisory and transaction costs for both potential and completed M&A transactions and strategy (“M&A related costs”).
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•EBITDA and Adjusted EBITDA: We define EBITDA as earnings before income taxes, interest expense and depreciation and amortization. We define Adjusted EBITDA as EBITDA before restructuring, pension expense other than service cost, and M&A related costs.
•Segment Adjusted Operating Profit and Segment Adjusted EBITDA: We report segment operating profit, which is the measure of segment profit or loss required to be disclosed in accordance with GAAP. We adjust segment operating profit for restructuring, and M&A related costs. We calculate segment Adjusted EBITDA by subtracting depreciation and amortization from segment adjusted operating profit.
•Constant currency measures: We evaluate our results of operations on both an as reported and a constant currency basis. The constant currency presentation excludes the impact of fluctuations in foreign currency exchange rates. We calculate constant currency percentages by converting our financial results in local currency for a period using the average exchange rate for the prior period to which we are comparing.
The tables included below reconcile each non-GAAP financial measure to the most comparable GAAP financial measure.
The table below provides a reconciliation of cash provided by continuing operating activities to free cash flow:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2021 | 2020 | |||||||||
| Cash provided by continuing operating activities | $ | 85.7 | $ | 13.8 | |||||||
| Less: capital expenditures | 8.9 | 9.2 | |||||||||
| Plus: proceeds from sale of fixed assets | 0.6 | 0.8 | |||||||||
| Plus: pension contributions | 0.2 | 0.2 | |||||||||
| Free cash flow (FCF) | $ | 77.6 | $ | 5.6 | |||||||
The table below provides a reconciliation of income from continuing operations as reported to adjusted income from continuing operations and adjusted diluted earnings per share from continuing operations.
| Three Months Ended March 31, | |||||||||||
| (In millions, except per share data) | 2021 | 2020 | |||||||||
| Income from continuing operations as reported | $ | 27.0 | $ | 29.0 | |||||||
| Non-GAAP adjustments | |||||||||||
| Restructuring expense | 1.0 | 2.0 | |||||||||
| M&A related cost | 1.4 | 2.5 | |||||||||
Impact on tax provision from Non-GAAP adjustments(1) | (0.6) | (1.1) | |||||||||
| Adjusted income from continuing operations | $ | 28.8 | 32.4 | ||||||||
| Income from continuing operations as reported | 27.0 | 29.0 | |||||||||
| Total shares and dilutive securities | 32.1 | 32.1 | |||||||||
| Diluted earnings per share from continuing operations | 0.84 | 0.90 | |||||||||
| Adjusted income from continuing operations | 28.8 | 32.4 | |||||||||
| Total shares and dilutive securities | 32.1 | 32.1 | |||||||||
| Adjusted diluted earnings per share from continuing operations | 0.90 | 1.01 | |||||||||
(1) Impact on income tax provision was calculated using our annual effective tax rate of 24.4% and 24.0% for the quarters ended March 31, 2021 and 2020, respectively.
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The tables below provide a reconciliation of net income to EBITDA and Adjusted EBITDA:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2021 | 2020 | |||||||||
| Net income | $ | 27.0 | $ | 29.0 | |||||||
| Income from continuing operations as reported | 27.0 | 29.0 | |||||||||
| Income tax provision | 8.7 | 8.9 | |||||||||
| Interest expense, net | 2.1 | 4.8 | |||||||||
| Depreciation and amortization | 18.3 | 17.5 | |||||||||
| EBITDA | 56.1 | 60.2 | |||||||||
| Restructuring expense | 1.0 | 2.0 | |||||||||
| Pension expense, other than service cost | — | 1.0 | |||||||||
| M&A related cost | 1.4 | 2.5 | |||||||||
| Adjusted EBITDA | $ | 58.5 | $ | 65.7 | |||||||
The tables below provide a reconciliation of segment operating profit to segment adjusted operating profit and segment Adjusted EBITDA:
| Three Months Ended March 31, 2021 | |||||||||||||||||||||||
| (In millions) | JBT FoodTech | JBT AeroTech | Corporate (Unallocated) | Consolidated | |||||||||||||||||||
| Operating profit | $ | 41.5 | $ | 9.9 | $ | (13.6) | $ | 37.8 | |||||||||||||||
| Restructuring expense | — | — | 1.0 | 1.0 | |||||||||||||||||||
| M&A related cost | 0.5 | — | 0.9 | 1.4 | |||||||||||||||||||
| Adjusted operating profit | 42.0 | 9.9 | (11.7) | 40.2 | |||||||||||||||||||
| Depreciation and amortization | 16.3 | 1.4 | 0.6 | 18.3 | |||||||||||||||||||
| Adjusted EBITDA | $ | 58.3 | $ | 11.3 | $ | (11.1) | $ | 58.5 | |||||||||||||||
| Revenue | $ | 311.8 | $ | 106.0 | $ | — | $ | 417.8 | |||||||||||||||
| Operating profit % | 13.3 | % | 9.3 | % | 9.0 | % | |||||||||||||||||
| Adjusted operating profit % | 13.5 | % | 9.3 | % | 9.6 | % | |||||||||||||||||
| Adjusted EBITDA % | 18.7 | % | 10.7 | % | 14.0 | % | |||||||||||||||||
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| 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 cost | — | — | 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 | % | |||||||||||||||||
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CONSOLIDATED RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2021 AND 2020
| Three Months Ended March 31, | Favorable/(Unfavorable) | ||||||||||||||||||||||
| (In millions, except %) | 2021 | 2020 | Change | % | |||||||||||||||||||
| Total revenue | $ | 417.8 | $ | 457.7 | $ | (39.9) | (8.7) | % | |||||||||||||||
| Cost of sales | 284.6 | 314.7 | 30.1 | 9.6 | % | ||||||||||||||||||
| Gross profit | 133.2 | 143.0 | (9.8) | (6.9) | % | ||||||||||||||||||
| Gross profit % | 31.9 | % | 31.2 | % | 70 bps | ||||||||||||||||||
| Selling, general and administrative expense | 94.4 | 97.3 | 2.9 | 3.0 | % | ||||||||||||||||||
| Restructuring expense | 1.0 | 2.0 | 1.0 | 50.0 | % | ||||||||||||||||||
| Operating income | 37.8 | 43.7 | (5.9) | (13.5) | % | ||||||||||||||||||
| Operating income % | 9.0 | % | 9.5 | % | -50 bps | ||||||||||||||||||
| Pension expense, other than service cost | — | 1.0 | 1.0 | 100.0 | % | ||||||||||||||||||
| Interest expense, net | 2.1 | 4.8 | 2.7 | 56.3 | % | ||||||||||||||||||
| Income from continuing operations before income taxes | 35.7 | 37.9 | (2.2) | (5.8) | % | ||||||||||||||||||
| Income tax provision | 8.7 | 8.9 | 0.2 | 2.2 | % | ||||||||||||||||||
| Income from continuing operations | 27.0 | 29.0 | (2.0) | (6.9) | % | ||||||||||||||||||
| Net income | $ | 27.0 | $ | 29.0 | $ | (2.0) | (6.9) | % | |||||||||||||||
Total revenue for the three months ended March 31, 2021 decreased $39.9 million compared to the same period in 2020. This is a 9% decrease, with a 11% decline in organic revenue partially offset by a 2% favorable foreign currency translation. The decline in organic revenue was caused by significantly lower customer demand for AeroTech equipment in 2021 as global passenger air traffic continues to be below pre-pandemic levels.
Operating income margin was 9.0% for the three months ended March 31, 2021 compared to 9.5% in the same period in 2020, a decrease of 50 bps, as a result of the following items:
•Gross profit margin increased 70 bps to 31.9% compared to 31.2% in the same period last year. This increase was as a result of a favorable mix of FoodTech revenue which generally result in higher profits, and productivity improvements for both FoodTech and AeroTech.
•Selling, general and administrative expense decreased in dollars due to decrease in M&A related costs and incentive compensation expense and cost reduction actions taken in reaction to the pandemic. As a percentage of revenue, these expenses have increased 130 bps to 22.6% compared to 21.3% in the same period last year.
•Restructuring expense decreased $1.0 million. As a percent of revenue, these expenses have decreased 20 bps to 0.2% compared to 0.4% in the same period last year.
•Currency translation increased operating income by $0.4 million.
Pension expense, other than service cost, decreased from $1.0 million in 2020 to $0.0 million for the three months ended March 31, 2021, resulting primarily from the decrease in interest cost on pension obligation.
Interest expense, net decreased $2.7 million resulting from lower average debt levels and lower interest rates.
Income tax expense for the three months ended March 31, 2021 reflected an effective income tax rate of 24.4% that was comparable to the same period in 2020.
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OPERATING RESULTS OF BUSINESS SEGMENTS
THREE MONTHS ENDED MARCH 31, 2021 AND 2020
| Three Months Ended March 31, | Favorable/(Unfavorable) | ||||||||||||||||||||||
| (In millions, except %) | 2021 | 2020 | Change | % | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| JBT FoodTech | $ | 311.8 | $ | 309.7 | $ | 2.1 | 0.7 | % | |||||||||||||||
| JBT AeroTech | 106.0 | 148.0 | (42.0) | (28.4) | % | ||||||||||||||||||
| Total revenue | $ | 417.8 | $ | 457.7 | $ | (39.9) | (8.7) | % | |||||||||||||||
| Operating income before income taxes | |||||||||||||||||||||||
Segment operating profit(1)(2): | |||||||||||||||||||||||
| JBT FoodTech | $ | 41.5 | $ | 40.7 | $ | 0.8 | 2.0 | % | |||||||||||||||
| JBT FoodTech segment operating profit % | 13.3 | % | 13.1 | % | 20 bps | ||||||||||||||||||
| JBT AeroTech | 9.9 | 18.5 | (8.6) | (46.5) | % | ||||||||||||||||||
| JBT AeroTech segment operating profit % | 9.3 | % | 12.5 | % | -320 bps | ||||||||||||||||||
| Total segment operating profit | 51.4 | 59.2 | (7.8) | (13.2) | % | ||||||||||||||||||
| Total segment operating profit % | 12.3 | % | 12.9 | % | -60 bps | ||||||||||||||||||
| Corporate items: | |||||||||||||||||||||||
| Corporate expense | 12.6 | 13.5 | 0.9 | 6.7 | % | ||||||||||||||||||
| Restructuring expense | 1.0 | 2.0 | 1.0 | 50.0 | % | ||||||||||||||||||
| Operating income | $ | 37.8 | $ | 43.7 | $ | (5.9) | (13.5) | % | |||||||||||||||
| Operating income % | 9.0 | % | 9.5 | % | -50 bps | ||||||||||||||||||
| Inbound orders: | |||||||||||||||||||||||
| JBT FoodTech | $ | 385.7 | $ | 315.5 | |||||||||||||||||||
| JBT AeroTech | 100.4 | 154.6 | |||||||||||||||||||||
| Total inbound orders | $ | 486.1 | $ | 470.1 | |||||||||||||||||||
(1)Refer to Note 13. Business Segment Information of the Notes to Condensed Consolidated Financial Statements.
(2)Segment operating profit is defined as total segment revenue less segment operating expense. Corporate expense, restructuring expense, interest income and expense and income taxes are not allocated to the segments. Corporate expense generally includes corporate staff-related expense, stock-based compensation, LIFO adjustments, certain foreign currency-related gains and losses, and the impact of unusual or strategic events not representative of segment operations.
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JBT FoodTech
FoodTech revenue increased by $2.1 million for the first quarter ended March 31, 2021 compared to the same period in 2020. Favorable foreign currency translation represented a $10.2 million increase in revenue which was largely offset by declines in organic revenues. Revenue from a business acquired in March 2021 was not materially significant. Equipment revenue reflected $1.5 million of the decline in organic revenue while lower recurring revenue streams drove the remaining $6.7 million decline in organic revenue.
FoodTech operating profit increased $0.8 million, or 2%, for the quarter ended March 31, 2021 compared to same period in 2020. Operating profit margin was 13.3% in 2021 compared to 13.1% in the prior year. Reduced selling, general and administrative expenses from cost reduction actions implemented during the pandemic drove the favorable margins. Gross profit margins declined 40 bps in the first quarter of 2021 compared to the same period in 2020. These gross margins reflect a higher mix of revenue from equipment as compared to recurring revenue streams. Recurring revenue streams dropped from 50% of total revenue to 49% of total revenue.
JBT AeroTech
JBT AeroTech's revenue declined $42.0 million in the first quarter of 2021 compared to 2020. This is a 28% decrease with a 14% decline contributed by our fixed equipment business, a 13% decline contributed by our mobile equipment business and a 1% decline contributed by our service business. The decline in our fixed equipment business was driven by lower passenger boarding bridge revenue and related products and services primarily to domestic airports partly offset by a slight increase in aftermarket sales. The mobile equipment decline was due to lower equipment and aftermarket sales driven by significantly lower customer demand as a result of COVID-19. The decline in service revenues was a result of lower revenues from maintenance contracts mostly as a result of customer requested reduction in service hours due to COVID-19. Currency translation had an immaterial impact.
AeroTech operating profit declined $8.6 million in the first quarter of 2021 compared to 2020. JBT AeroTech's operating profit margin was 9.3% compared to 12.5% in the prior year, reflecting a decline of 320 bps. Gross profit margins decreased 70 bps due to lost leverage of fixed manufacturing costs as a result of lower revenues which was partly offset by a favorable mix of aftermarket revenues and productivity and material cost improvements. Selling, general and administrative expenses in 2021 were $1.1 million below 2020 mostly due to cost reduction actions but increased 250 bps as a result of the lower revenues. Currency translation did not have a significant impact on our operating profit comparative results for AeroTech.
Corporate Expense
Corporate expense decreased $0.9 million during the three months ended March 31, 2021, compared to the same period in 2020 primarily due to a decrease in M&A related costs. Corporate expense increased as a percentage of sales from 2.9% in the prior year compared to 3.0% in 2021.
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Restructuring
In the third quarter of 2020, the Company implemented a restructuring plan ("2020 restructuring plan") for manufacturing capacity rationalization affecting both the JBT FoodTech and JBT AeroTech segments. The total estimated cost in connection with this plan is in the range of $8.0 million to $10.0 million for FoodTech and approximately $6 million for AeroTech. We recognized restructuring charges of $11.4 million, net of a cumulative release of the related liability of $0.5 million, through March 31, 2021. We expect to recognize the remaining costs by end of the year 2021.
The following table details the cumulative amount of annualized savings and incremental savings for the 2020 restructuring plan:
| Cumulative Amount | Incremental Amount | Cumulative Amount | |||||||||||||||
| (In millions) | As of December 31, 2020 | During the quarter ended March 31, 2021 | As of March 31, 2021 | ||||||||||||||
| Cost of sales | $ | 0.5 | $ | 0.8 | $ | 1.3 | |||||||||||
| Selling, general and administrative | 0.2 | 0.2 | 0.4 | ||||||||||||||
| Total restructuring savings | $ | 0.7 | $ | 1.0 | $ | 1.7 | |||||||||||
For the 2020 restructuring plan, incremental cost savings we expect to realize during the remaining nine months in 2021 and in the year 2022 are as follows:
| (In millions) | Remainder of 2021 (est.) | 2022 (est.) | |||||||||
| Cost of sales | $ | 4.1 | $ | 1.4 | |||||||
| Selling, general and administrative | 0.9 | 1.1 | |||||||||
| Total expected incremental cost savings | $ | 5.0 | $ | 2.5 | |||||||
For additional financial information about restructuring, refer to Note 14. Restructuring of the Notes to Condensed Consolidated Financial Statements.
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows provided by operating activities from our U.S. and foreign operations and borrowings from our revolving credit facility. Our liquidity as of March 31, 2021, or cash plus borrowing capacity under our revolving credit facilities was $495.6 million. The cash flows generated by our operations and the revolving credit facility are expected to be sufficient to satisfy our working capital needs, new product development, restructuring expense, capital expenditures, dividend payments, pension contributions and other financing requirements. In light of the COVID-19 pandemic and actions taken in response to the pandemic as described above under "Impact of COVID-19 on our Business", we have taken near-term actions to maintain our liquidity and reduce debt by reducing operating expenses and managing inventory and trade receivables. Additionally, we are pursuing opportunities to increase liquidity by availing ourselves of tax benefits available under the CARES Act.
For the three months ended March 31, 2021, we had total operating cash flow of $85.7 million and $77.6 million in free cash flow. For full year 2021, we expect to generate positive cash flows. In addition, we anticipate capital expenditures of $40 - 45 million for 2021 compared to $34.3 million in the prior year. We believe JBT's strong balance sheet, operating cash flows, and access to capital at March 31, 2021 positions us to navigate through the challenging economic conditions associated with the COVID-19 pandemic.
As of March 31, 2021, we had $57.5 million of cash and cash equivalents, $44.2 million of which was held by our foreign subsidiaries. Although these funds are considered permanently invested in our foreign subsidiaries, we are not presently aware of any restriction on the repatriation of these funds. We maintain significant operations outside of the U.S., and many of our uses of cash for working capital, capital expenditures and business acquisitions arise in these foreign jurisdictions. If these funds were needed to fund our operations or satisfy obligations in the U.S., they could be repatriated and their repatriation into the U.S. could cause us to incur additional U.S. income taxes and foreign withholding taxes. At this time it is not practicable to determine the unrecognized deferred tax liability related to foreign cash permanently reinvested in foreign subsidiaries.
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As noted above, funds held outside of the U.S. are considered permanently invested in our non-U.S. subsidiaries. At times, these foreign subsidiaries have cash balances that exceed their immediate working capital or other cash needs. In these circumstances, the foreign subsidiaries may loan funds to the U.S. parent company on a temporary basis; the U.S. parent company has in the past and may in the future use the proceeds of these temporary intercompany loans to reduce outstanding borrowings under our committed revolving credit facilities. By using available non-U.S. cash to repay our debt on a short-term basis, we can optimize our leverage ratio, which has the effect of lowering our interest expense.
Under Internal Revenue Service (IRS) guidance, no incremental tax liability is incurred on the proceeds of these loans as long as each individual loan has a term of 30 days or less and all such loans from each subsidiary are outstanding for a total of less than 60 days during the year. During the three months ended March 31, 2021, any such loan was outstanding for less than 30 days, and all such loans were outstanding for less than 60 days in the aggregate. We use the proceeds of these intercompany loans to reduce outstanding borrowings under our revolving credit facility. We may choose to access such funds again in the future to the extent they are available and can be transferred without significant cost, and use them on a temporary basis to repay outstanding borrowings or for other corporate purposes, but intend to do so only as allowed under this IRS guidance. The amount outstanding subject to this IRS guidance at March 31, 2021 was approximately $41.5 million.
Cash Flows
Cash flows for the three months ended March 31, 2021 and 2020 were as follows:
| Three Months Ended March 31, | |||||||||||
| (In millions) | 2021 | 2020 | |||||||||
| Cash provided by continuing operating activities | $ | 85.7 | $ | 13.8 | |||||||
| Cash required by investing activities | (24.2) | (8.4) | |||||||||
| Cash (required) provided by financing activities | (50.0) | 34.3 | |||||||||
| Effect of foreign exchange rate changes on cash and cash equivalents | (1.5) | (3.8) | |||||||||
| Increase in cash and cash equivalents | $ | 10.0 | $ | 35.9 | |||||||
Cash provided by continuing operating activities during the three months ended March 31, 2021 was $85.7 million, representing a $71.9 million increase compared to the same period in 2020. This increase was driven primarily by higher customer collections of outstanding trade receivables and advance payments, and lower payments for accounts payable.
Cash required by investing activities during the three months ended March 31, 2021 was $24.2 million, an increase of $15.8 million compared to the same period in 2020, primarily due to an increase in acquisition spending year over year.
Cash required by financing activities of $50.0 million during the three months ended March 31, 2021 was primarily due to paying down our borrowings under our revolving credit facility. Cash provided by financing activities of $34.3 million during the three months ended March 31, 2020 was primarily due to borrowings to maintain a higher cash balance in 2020.
Financing Arrangements
As of March 31, 2021 we had $470.4 million drawn on and $521.7 million of availability under the revolving credit facility. Our ability to use this revolving credit facility is limited by the leverage ratio covenant described below.
Our credit agreement includes restrictive covenants that, if not met, could lead to a renegotiation of our credit lines, a requirement to repay our borrowings and/or a significant increase in our cost of financing. Restrictive covenants include a minimum interest coverage ratio, a maximum leverage ratio, as well as certain events of default. As of March 31, 2021, we were in compliance with all covenants in our credit agreement. We expect to remain in compliance with all covenants in the foreseeable future. However, there can be no assurance that continued or increased volatility in global economic conditions will not impair our ability to meet our covenants, or that we will continue to be able to access the capital and credit markets on terms acceptable to us or at all.
As of March 31, 2021, we have entered into four interest rate swaps executed in March 2020 with a combined notional amount of $200 million expiring in April 2025, and one interest rate swap executed in May 2020 with a notional amount of $50 million expiring in May 2025. We have designated these swaps as cash flow hedges and all changes in fair value of the swaps are recognized in Accumulated other comprehensive income (loss). As a result, as of March 31, 2021 a portion of our variable rate debt was effectively fixed rate debt subject to an average fixed rate of 0.81%, while approximately $220.4 million, or 47%,
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remained subject to floating, or market, rates. To the extent interest rates increase in future periods, our earnings could be negatively impacted by higher interest expense.
CRITICAL ACCOUNTING ESTIMATES
There were no material changes in our judgments and assumptions associated with the development of our critical accounting estimates during the period ended March 31, 2021. Refer to our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of our critical accounting estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in reported market risks from the information reported in our Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 4. CONTROLS AND PROCEDURES
Under the direction of our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31, 2021. We have concluded that, as of March 31, 2021, our disclosure controls and procedures were:
i)effective in ensuring that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
ii)effective in ensuring that information required to be disclosed is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
In the ordinary course of business, we review our system of internal control over financial reporting and make changes to our systems and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, automating manual processes and updating existing systems.
There were no changes in controls identified in the evaluation for the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material legal proceedings identified or material developments in existing material legal proceedings during the three months ended March 31, 2021.
ITEM 1A. RISK FACTORS
There have been no material changes in reported risk factors from the information reported in JBT's Annual Report on Form 10-K for the year ended December 31, 2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table includes information about the Company’s stock repurchases during the three months ended March 31, 2021:
| (Dollars in millions, except per share amounts) | ||||||||||||||||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as part of Publicly Announced Program(1) | Approximate Dollar Value of Shares that may yet be Purchased under the Program | ||||||||||||||||||||||
| January 1, 2021 through January 31, 2021 | — | $ | — | — | $ | 30.0 | ||||||||||||||||||||
| February 1, 2021 through February 28, 2021 | — | — | — | 30.0 | ||||||||||||||||||||||
| March 1, 2021 through March 31, 2021 | — | — | — | 30.0 | ||||||||||||||||||||||
| — | $ | — | — | $ | 30.0 | |||||||||||||||||||||
(1)Shares repurchased under a share repurchase program for up to $30 million of common stock that was authorized by the Board of Directors in 2018 and is set to expire on December 31, 2021. Refer to the Annual Report on Form 10-K for the year ended December 31, 2020, Note 11. Stockholders' Equity for share repurchase program details.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
33
EXHIBIT INDEX
| Number in Exhibit Table | Description | |||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1* | ||||||||
| 32.2* | ||||||||
| 101.INS* | XBRL Instance Document | |||||||
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
| * | Filed herewith. | |||||||
34
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| John Bean Technologies Corporation | |||||
| (Registrant) | |||||
| /s/ Jessi L. Corcoran | |||||
| Jessi L. Corcoran | |||||
| Vice President, Corporate Controller and duly authorized officer | |||||
| (Principal Accounting Officer) | |||||
Date: April 30, 2021
35
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Brian A. Deck, certify that:
1.I have reviewed this quarterly report on Form 10-Q of John Bean Technologies Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 30, 2021
| /s/ Brian A. Deck | |||||
| Brian A. Deck | |||||
| President and Chief Executive Officer | |||||
| (Principal executive officer) | |||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Matthew J. Meister, certify that:
1.I have reviewed this quarterly report on Form 10-Q of John Bean Technologies Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting, to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 30, 2021
| /s/ Matthew J. Meister | |||||
| Matthew J. Meister | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal financial officer) | |||||
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian A. Deck, President and Chief Executive Officer of John Bean Technologies Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended March 31, 2021, 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: April 30, 2021
| /s/ Brian A. Deck | |||||
| Brian A. Deck | |||||
| President and Chief Executive Officer | |||||
| (Principal executive officer) | |||||
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew J. Meister, Executive Vice President and Chief Financial Officer of John Bean Technologies Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(a) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended March 31, 2021, 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: April 30, 2021
| /s/ Matthew J. Meister | |||||
| Matthew J. Meister | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal financial officer) | |||||