UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2014
John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)
Delaware |
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001-34036 |
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91-1650317 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
70 West Madison Street
Chicago, Illinois 60602
(Address of Principal executive offices, including Zip Code)
(312) 861-5900
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 |
Results of Operations and Financial Condition. |
On November 5, 2014, John Bean Technologies Corporation (the “Company”) issued a press release announcing financial results for its third quarter ended September 30, 2014. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information, including Exhibit 99.1, furnished in this report is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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Exhibit No. |
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Description |
99.1 |
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Press release issued November 5, 2014 |
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 hereunto duly authorized.
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John Bean Technologies Corporation | ||
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Date: November 5, 2014 |
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By: |
/s/ Megan J. Rattigan | |
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Name |
Megan J. Rattigan | |
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Title |
Controller, and duly authorized officer |
Exhibit 99.1
News Release |
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JBT Corporation |
![]() |
70 W. Madison | ||||||
Suite 4400 | |||||||
For Release: Immediate | |||||
Investors & Media: Media: |
Debarshi Sengupta |
+1 312 861 6933 |
JBT Corporation Reports Solid Performance in the Third Quarter of 2014
Highlights:
o |
Revenue of $243 million, up 4 percent year over year |
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Segment operating profit of $25 million, up 16 percent year over year |
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Diluted earnings per share from continuing operations of $0.30 vs. $0.25 in the third quarter of 2013 |
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Adjusted diluted earnings per share from continuing operations of $0.36 vs. $0.27 in the year-ago period. |
CHICAGO, November 5, 2014—JBT Corporation (NYSE: JBT), a leading global technology solutions provider to the food processing and air transportation industries, today reported results for the third quarter of 2014.
Revenue for the third quarter was $243.2 million, an increase of 4 percent from the prior-year quarter. Segment operating profit increased 16 percent, led by segment operating margin expansion at both JBT FoodTech and JBT AeroTech. Corporate expense in the quarter was $8.0 million, including $1.2 million in management succession and consulting costs. In addition, the Company recorded a $1.3 million restructuring charge. Diluted earnings from continuing operations were $0.30 per share in the third quarter of 2014 compared to $0.25 per share in the year-ago period. Excluding restructuring charges and management succession and consulting costs, adjusted diluted earnings per share from continuing operations increased 33% to $0.36, compared to $0.27 in the year-ago period.
Third quarter inbound orders of $263.8 million increased 7% year over year. Backlog of $427.3 million increased 17% over the prior-year period.
“The initial success of our restructuring and strategic pricing initiative is apparent in JBT’s expanding operating margins,” said Tom Giacomini, Chairman, President and Chief Executive Officer. “On a longer-term basis, our Next Level strategy is establishing the foundation for faster revenue growth and increased profitability.”
JBT Corporation
Add 1
2014 Outlook
For the full year, the Company projects earnings from continuing operations of $1.45 – $1.55 per share on an adjusted diluted basis and $0.92 – $1.02 on a GAAP basis. The adjusted projection excludes estimated restructuring costs of approximately $14 million, management succession costs of $7 million, and consulting costs of $3 million.
The Company continues to anticipate revenue growth in the mid-single digit range for 2014. It now expects segment operating margin to improve slightly more than previously projected, due to the effectiveness of the restructuring actions and strategic pricing initiatives. However, this improvement is expected to be offset by higher corporate expense, due to greater variable performance-based compensation and higher tax project spending.
Third Quarter 2014 Earnings Conference Call
A conference call is scheduled for 10:00 a.m. ET on Thursday, November 6, 2014 to discuss the third quarter 2014 financial results. Participants may access the conference call by dialing (877) 235-3250 or (706) 643-5005 and using conference ID 20721693, or through the Investor Relations link on JBT Corporation’s website at http://ir.jbtcorporation.com. An online audio replay of the call will be available on the Company’s Investor Relations website at approximately 1:30 p.m. ET on November 6, 2014.
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JBT Corporation (NYSE: JBT) is a leading global technology solutions provider to the food processing and air transportation industries. JBT Corporation designs, manufactures, tests and services technologically sophisticated systems and products for regional and multi-national industrial food processing customers through its JBT FoodTech segment and for domestic and international air transportation customers through its JBT AeroTech segment. JBT Corporation employs approximately 3,400 people worldwide and operates sales, service, manufacturing and sourcing operations located in over 25 countries. For more information, please visit www.jbtcorporation.com.
This release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and are subject to risks and uncertainties that are beyond the Company’s ability to control. These risks and uncertainties are described under the caption “Risk Factors” in the Company’s 2013 Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission that may be accessed on the Company’s website. The Company cautions shareholders and prospective investors that actual results may differ materially from those indicated by the forward-looking statements.
JBT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited and in millions, except per share data)
Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2014 |
2013 |
2014 |
2013 |
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Revenue |
$ | 243.2 | $ | 233.5 | $ | 688.8 | $ | 646.1 | ||||||||
Cost of sales |
179.0 | 179.3 | 504.3 | 482.5 | ||||||||||||
Gross profit |
64.2 | 54.2 | 184.5 | 163.6 | ||||||||||||
Selling, general and administrative expense |
43.5 | 39.2 | 132.0 | 120.6 | ||||||||||||
Research and development expense |
3.4 | 3.7 | 10.6 | 10.6 | ||||||||||||
Restructuring expense |
1.3 | - | 12.5 | - | ||||||||||||
Other (income) expense, net |
0.8 | (0.3 | ) | 0.9 | (0.6 | ) | ||||||||||
Operating income |
15.2 | 11.6 | 28.5 | 33.0 | ||||||||||||
Net interest expense |
1.7 | 1.2 | 4.5 | 4.2 | ||||||||||||
Income from continuing operations before income taxes |
13.5 | 10.4 | 24.0 | 28.8 | ||||||||||||
Provision for income taxes |
4.5 | 3.0 | 8.3 | 8.5 | ||||||||||||
Income from continuing operations |
9.0 | 7.4 | 15.7 | 20.3 | ||||||||||||
Loss from discontinued operations, net of taxes |
- | 0.6 | 0.1 | 0.8 | ||||||||||||
Net income |
$ | 9.0 | $ | 6.8 | $ | 15.6 | $ | 19.5 | ||||||||
Basic earnings per share: |
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Income from continuing operations |
$ | 0.30 | $ | 0.25 | $ | 0.53 | $ | 0.69 | ||||||||
Loss from discontinued operations |
- | (0.02 | ) | - | (0.02 | ) | ||||||||||
Net income |
$ | 0.30 | $ | 0.23 | $ | 0.53 | $ | 0.67 | ||||||||
Diluted earnings per share: |
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Income from continuing operations |
$ | 0.30 | $ | 0.25 | $ | 0.53 | $ | 0.68 | ||||||||
Loss from discontinued operations |
- | (0.02 | ) | (0.01 | ) | (0.02 | ) | |||||||||
Net income |
$ | 0.30 | $ | 0.23 | $ | 0.52 | $ | 0.66 | ||||||||
Weighted average shares outstanding |
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Basic |
29.6 | 29.2 | 29.5 | 29.2 | ||||||||||||
Diluted |
29.9 | 29.7 | 29.8 | 29.6 |
JBT CORPORATION
NON-GAAP FINANCIAL MEASURE
(Unaudited and in millions, except per share data)
The results for the three and nine months ended September 30, 2014 and 2013 include several items that affect the comparability of our results. These include significant expenses that are not indicative of our on-going operations as detailed in the table below:
Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2014 |
2013 |
2014 |
2013 |
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Income from continuing operations as reported |
$ | 9.0 | $ | 7.4 | $ | 15.7 | $ | 20.3 | ||||||||
Non-GAAP adjustments: |
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Restructuring expense |
1.3 | - | 12.5 | - | ||||||||||||
Management succession costs |
0.8 | 0.9 | 3.4 | 1.2 | ||||||||||||
Strategy and pricing consulting |
0.4 | - | 2.3 | - | ||||||||||||
Impact on tax provision from Non-GAAP adjustments |
(0.8 | ) | (0.3 | ) | (5.6 | ) | (0.4 | ) | ||||||||
Adjusted income from continuing operations |
$ | 10.7 | $ | 8.0 | $ | 28.3 | $ | 21.1 | ||||||||
Income from continuing operations as reported |
9.0 | 7.4 | 15.7 | 20.3 | ||||||||||||
Total shares and dilutive securities |
29.9 | 29.7 | 29.8 | 29.6 | ||||||||||||
Diluted earnings per share from continuing operations |
$ | 0.30 | $ | 0.25 | $ | 0.53 | $ | 0.68 | ||||||||
Adjusted income from continuing operations |
10.7 | 8.0 | 28.3 | 21.1 | ||||||||||||
Total shares and dilutive securities |
29.9 | 29.7 | 29.8 | 29.6 | ||||||||||||
Adjusted diluted earnings per share from continuing operations |
$ | 0.36 | $ | 0.27 | $ | 0.95 | $ | 0.71 |
The above table contains non-GAAP financial measures, including adjusted income from continuing operations and adjusted diluted earnings per share. The non-GAAP measures exclude certain amounts for the purpose of determining adjusted income from continuing operations and adjusted diluted earnings per share. Adjusted income from continuing operations and adjusted diluted earnings per share are intended to provide an indication of our underlying operating results and to enhance investors’ overall understanding of our financial performance by eliminating the effects of certain items that are not comparable from one period to the next. In addition, this information is used as a basis for evaluating Company performance and for the planning and forecasting of future periods. This information is not intended to be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP.
JBT CORPORATION
BUSINESS SEGMENT DATA
(Unaudited and in millions)
Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2014 |
2013 |
2014 |
2013 |
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Revenue |
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JBT FoodTech |
$ | 146.8 | $ | 149.0 | $ | 455.9 | $ | 423.2 | ||||||||
JBT AeroTech |
95.1 | 86.0 | 231.8 | 222.6 | ||||||||||||
Other revenue (1) and intercompany eliminations |
1.3 | (1.5 | ) | 1.1 | 0.3 | |||||||||||
Total revenue |
$ | 243.2 | $ | 233.5 | $ | 688.8 | $ | 646.1 | ||||||||
Income before income taxes |
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Segment operating profit |
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JBT FoodTech |
$ | 14.8 | $ | 13.9 | $ | 49.6 | $ | 43.0 | ||||||||
JBT AeroTech |
9.7 | 7.2 | 17.3 | 13.8 | ||||||||||||
Total segment operating profit |
24.5 | 21.1 | 66.9 | 56.8 | ||||||||||||
Corporate expense (2) |
(8.0 | ) | (9.5 | ) | (25.9 | ) | (23.8 | ) | ||||||||
Restructuring expense |
(1.3 | ) | - | (12.5 | ) | - | ||||||||||
Operating income |
15.2 | 11.6 | 28.5 | 33.0 | ||||||||||||
Net interest expense |
1.7 | 1.2 | 4.5 | 4.2 | ||||||||||||
Income from continuing operations before income taxes |
$ | 13.5 | $ | 10.4 | $ | 24.0 | $ | 28.8 |
(1) Other revenue is comprised of certain gains and losses related to foreign exchange exposure.
(2) Corporate expense includes corporate staff costs, stock-based compensation, pension and other postretirement benefit expenses not related to service, LIFO adjustments, foreign exchange gains and losses, and the impact of unusual or strategic transactions not representative of segment operations.
JBT CORPORATION
BUSINESS SEGMENT DATA
(Unaudited and in millions)
Three Months Ended |
Nine Months Ended |
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September 30, |
September 30, |
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2014 |
2013 |
2014 |
2013 |
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Inbound Orders |
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JBT FoodTech |
$ | 151.7 | $ | 146.3 | $ | 450.4 | $ | 477.2 | ||||||||
JBT AeroTech |
110.8 | 102.7 | 282.4 | 251.8 | ||||||||||||
Other and intercompany eliminations |
1.3 | (1.5 | ) | 1.1 | 0.3 | |||||||||||
Total inbound orders |
$ | 263.8 | $ | 247.5 | $ | 733.9 | $ | 729.3 | ||||||||
September 30, |
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2014 |
2013 |
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Order Backlog |
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JBT FoodTech |
$ | 213.9 | $ | 223.4 | ||||||||||||
JBT AeroTech |
213.4 | 142.9 | ||||||||||||||
Total order backlog |
$ | 427.3 | $ | 366.3 |
JBT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in millions)
September 30, |
December 31, |
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2014 |
2013 |
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Cash and cash equivalents |
$ | 23.3 | $ | 29.4 | ||||
Trade receivables, net |
155.1 | 186.4 | ||||||
Inventories |
138.6 | 117.6 | ||||||
Other current assets |
71.0 | 63.2 | ||||||
Total current assets |
388.0 | 396.6 | ||||||
Property, plant and equipment, net |
137.6 | 132.7 | ||||||
Other assets |
122.8 | 91.9 | ||||||
Total assets |
$ | 648.4 | $ | 621.2 | ||||
Short term debt and current portion of long-term debt |
$ | 4.4 | $ | 6.3 | ||||
Accounts payable, trade and other |
88.8 | 88.1 | ||||||
Advance payments and progress billings |
95.6 | 88.3 | ||||||
Other current liabilities |
112.1 | 94.9 | ||||||
Total current liabilities |
300.9 | 277.6 | ||||||
Long-term debt, less current portion |
122.9 | 94.1 | ||||||
Accrued pension and other postretirement benefits, less current portion |
32.5 | 52.5 | ||||||
Other liabilities |
40.3 | 42.6 | ||||||
Common stock and paid-in capital |
69.3 | 68.0 | ||||||
Retained earnings |
153.9 | 146.5 | ||||||
Accumulated other comprehensive loss |
(71.4 | ) | (60.1 | ) | ||||
Total stockholders' equity |
151.8 | 154.4 | ||||||
Total liabilities and stockholders' equity |
$ | 648.4 | $ | 621.2 |
JBT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in millions)
Nine Months Ended |
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September 30, |
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2014 |
2013 |
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Cash Flows From Operating Activities: |
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Income from continuing operations |
$ | 15.7 | $ | 20.3 | ||||
Adjustments to reconcile income to cash provided by operating activities: |
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Depreciation and amortization |
18.7 | 18.8 | ||||||
Other |
7.5 | 5.2 | ||||||
Changes in operating assets and liabilities: |
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Trade accounts receivable, net |
30.4 | 45.9 | ||||||
Inventories |
(24.5 | ) | (37.2 | ) | ||||
Accounts payable, trade and other |
3.1 | (4.5 | ) | |||||
Advance payments and progress billings |
8.8 | 18.1 | ||||||
Other - assets and liabilities, net |
(10.2 | ) | (17.7 | ) | ||||
Cash provided by continuing operating activities |
49.5 | 48.9 | ||||||
Cash required by discontinued operating activities |
(0.4 | ) | (0.5 | ) | ||||
Cash Flows From Investing Activities: |
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Acquisitions, net of cash |
(37.6 | ) | - | |||||
Capital expenditures |
(28.0 | ) | (20.8 | ) | ||||
Other |
1.3 | 0.7 | ||||||
Cash required by continuing investing activities |
(64.3 | ) | (20.1 | ) | ||||
Cash Flows From Financing Activities: |
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Net proceeds (payments) on credit facilities |
27.1 | (81.6 | ) | |||||
Dividends paid |
(8.1 | ) | (7.5 | ) | ||||
Other |
(4.3 | ) | (2.3 | ) | ||||
Cash provided (required) by financing activities |
14.7 | (91.4 | ) | |||||
Effect of foreign exchange rate changes on cash and cash equivalents |
(5.6 | ) | (0.3 | ) | ||||
Decrease in cash and cash equivalents |
(6.1 | ) | (63.4 | ) | ||||
Cash and cash equivalents, beginning of period |
29.4 | 99.0 | ||||||
Cash and cash equivalents, end of period |
$ | 23.3 | $ | 35.6 |
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