Purpose Purpose in Motionin MotionJBT Corporation 2023 Annual ReportJBT Corporation 2023 Annual Report240476-5-with Hinge adjustment.indd 2240476-5-with Hinge adjustment.indd 23/27/24 8:23 AM3/27/24 8:23 AM John Bean Technologies (JBT) is a global leader that designs, develops and delivers solutions for high-value segments of the food and beverage industry.Our transition to a pure-play food and beverage technology solutions provider is complete. Our opportunity: to build upon our position as a global industry leader to accelerate our growth and make a greater difference in the world. This exciting next phase starts now.240476-5-with Hinge adjustment.indd 3240476-5-with Hinge adjustment.indd 33/27/24 8:23 AM3/27/24 8:23 AM JBT / 2023 Annual ReportAt JBT, we are focused and At JBT, we are focused and moving forward with clarity.moving forward with clarity.This is our purpose: This is our purpose: Fortify the Future of Food.Fortify the Future of Food.This is our vision: We will be the This is our vision: We will be the global leader in food and beverage global leader in food and beverage technology by harnessing the technology by harnessing the full power of JBT to partner full power of JBT to partner with our customers and pioneer with our customers and pioneer sustainable innovation.sustainable innovation.240476-5-with Hinge adjustment.indd 4240476-5-with Hinge adjustment.indd 43/27/24 8:23 AM3/27/24 8:23 AM 2With JBT’s strength as a pure-play global leader in food and beverage processing, we have a unique and transformative opportunity to increase our impact in the world.We must be prepared to take bold steps to fully realize this opportunity. We are more than prepared. We are in motion.JBT / 2023 Annual Reportbold.240476-5-with Hinge adjustment.indd 5240476-5-with Hinge adjustment.indd 53/27/24 8:23 AM3/27/24 8:23 AM 3JBT / 2023 Annual Report240476-5-with Hinge adjustment.indd 6240476-5-with Hinge adjustment.indd 63/27/24 8:23 AM3/27/24 8:23 AM 4human.JBT / 2023 Annual ReportInnovating in the sustainable production of food and beverages and improving access to these resources is critical to advancing human progress worldwide. And meaningful innovation requires human creativity and commitment.The need for improved food security, productivity and sustainability is urgent. We’re empowering our people to help meet that need.240476-5-with Hinge adjustment.indd 7240476-5-with Hinge adjustment.indd 73/27/24 8:23 AM3/27/24 8:23 AM 5JBT / 2023 Annual Report240476-5-with Hinge adjustment.indd 8240476-5-with Hinge adjustment.indd 83/27/24 8:23 AM3/27/24 8:23 AM 6JBT / 2023 Annual ReportThe opportunity we see at JBT is to accelerate our growth by increasing the impact our application knowledge, scale and solutions have on our customers’ success and human wellbeing worldwide.Maximize the impact of improved quality and access. Minimize the impact on our environment. This is how we will fortify the future of food.impact.240476-5-with Hinge adjustment.indd 9240476-5-with Hinge adjustment.indd 93/27/24 8:23 AM3/27/24 8:23 AM 77JBT / 2023 Annual Report240476-5-with Hinge adjustment.indd 10240476-5-with Hinge adjustment.indd 103/27/24 8:23 AM3/27/24 8:23 AM JBT / 2023 Annual Report
D E A R F E L LOW SH A R E H O L D E R S
The successful sale of AeroTech in
The successful sale of AeroTech in
2023 transformed JBT and brought
2023 transformed JBT and brought
clarity to our business model as a
clarity to our business model as a
global pure-play food and beverage
global pure-play food and beverage
solutions leader. With a strong
solutions leader. With a strong
balance sheet, a bold new purpose
balance sheet, a bold new purpose
and vision, and talented, committed
and vision, and talented, committed
people, we are intent on fully realizing
people, we are intent on fully realizing
that potential.
that potential.
The year 2023 was a pivotal one for JBT. We completed
the divestiture of our AeroTech business and, thanks to the
commitment and hard work of our people, emerged from the
supply chain and pricing challenges that we and most global
businesses faced over the past three years.
STRONG FINANCIAL PERFORMANCE
I’m very pleased with JBT’s 2023 results from our continuing
operations despite the challenging economic environment.
Revenue increased by 5% over last year, with strong recurring
revenue and acquisitions more than offsetting softer equipment
sales in North America. We realized substantial improvement in
our performance with adjusted EBITDA* dollars up 20% versus
2022, a margin increase of 210 basis points, along with adjusted
EPS* growth of 12%, driven by better price-cost dynamics,
restructuring savings, higher mix of aftermarket and strong
execution on our supply chain initiatives.
Excluding AeroTech transaction impacts, free cash flow* was
$167 million for the full year with a conversion rate of 129%.
This represents a meaningful improvement over last year, driven
by our strong operating results and better inventory management
as we addressed our supply chain challenges.
ELEVATE 2.0: MOVING FORWARD AS A PURE PLAY
Our new position as a leading pure-play food and beverage
solutions provider dramatically sharpens our business focus
as we continue to execute the JBT Elevate 2.0 growth
strategy. As part of the transition, we saw the opportunity
to rethink and clearly articulate who we intend to be as a
company. We developed a new expression of our purpose—
Fortify the Future of Food—and refined the core values
that guide how we live and work, which you can review on
page 13 of this report.
8
We also have a bold new vision for the JBT we are building:
We will be the global leader in food and beverage technology by
harnessing the full power of JBT to partner with our customers and
pioneer sustainable innovation.
First and foremost, improving our operations and margins as
affirmed in Elevate 2.0 is an integral component of executing our
vision. In 2023, we made meaningful progress in this area as we
continued to apply Lean principles in our continuous improvement
actions and ongoing deployment of the JBT Operating Model.
The greatest opportunity for margin improvement remains our
supply chain initiatives. As material supply continuity improved
in 2023, we shifted our focus to reducing costs and improving
inventory management. We launched a strategic sourcing initiative
to consolidate our spend and optimize our supply base. We also
intensified our value engineering efforts, working to standardize
components and reduce design complexity without compromising
quality and performance.
There were bright spots in our organic growth and digital
transformation strategies as well. We continued to innovate to
support JBT customers’ greatest needs: automation, efficiency
and sustainability. Our dedication to application knowledge,
service responsiveness, new product launches and cross-selling of
the entire JBT portfolio is expected to support JBT as we forecast
organic growth of 4–6% in 2024.
Our focus on the deployment of digital tools remains a key
element of our long-term growth strategy. OmniBlu™, JBT’s digital
technology solution to enhance customer efficiency, performance
and sustainability, continued to build momentum in 2023 with
more growth and engagement expected in 2024 and beyond.
More important, the feedback from our customers is that they
will continue to invest in tools and digital resources to convert
data into actionable information and insights to improve their
operations.
A major part of realizing our refreshed vision and executing
Elevate 2.0 going forward will be capital allocation for strategic
mergers and acquisitions. We will maintain our proven, highly
disciplined process for identifying attractive candidates with a
strong strategic fit.
We are looking to acquire innovative technologies that support
our automation and digital transformation strategic pillars, bolster
recurring revenue, or otherwise add relevant capabilities that we
can globalize and expand or deepen our ability to provide full line
customer solutions.
In this regard, it is our conviction that realizing a bold vision
sometimes requires bold steps. We took such a step in January
of 2024 with the announcement of our intention to merge with
240476-5-with Hinge adjustment.indd 11
240476-5-with Hinge adjustment.indd 11
3/27/24 8:23 AM
3/27/24 8:23 AM
9Marel hf (Marel), an Iceland-based global food processing leader and innovator. If approved by Marel and JBT shareholders and regulatory authorities, this highly synergistic merger would create an excellent platform from which to accelerate growth and value creation in the global food and beverage marketplace.The combination of our two companies would enable us to offer a wider array of products and services, accelerate and expand R&D efforts, provide stronger customer support worldwide, and, beyond the business benefits, significantly enhance our ability to make a greater difference in global sustainability and food security. Like JBT, Marel has a long and proud tradition of excellence and industry leadership. We will honor that heritage in the planned name, JBT Marel Corporation, ensuring Marel’s presence in company management and governance, and in continuing a strong Icelandic presence.SUSTAINABILITY IN ALL WE DOSustainability has always been in our company DNA, and the biggest sustainability impact we have is through the benefits JBT technologies deliver for our customers, including reducing food and packaging waste, water and energy consumption, and emissions. Within JBT operations, we are implementing science-based data management tools to track site-level emissions and water usage, enabling more precise sustainability targets for measuring performance and progress. We are also developing a supply chain sustainability scorecard to better understand Scope 3 emissions from our supply chain and enhance supplier diversity.FORTIFYING THE FUTURE OF FOODOur purpose has never been clearer. Our focus has never been sharper. And our potential to make a meaningful difference for our customers and humankind has never been greater. Regardless of the uncertainties of global macroeconomic and geopolitical dynamics, I am more excited about the future of JBT than I’ve ever been during my tenure at this company.To our employees, customers and shareholders—I thank you for your support, and I’m looking forward to seeing what we can accomplish together.Sincerely,Brian DeckPresident and Chief Executive OfficerJBT Corporation JBT / 2023 Annual ReportBRIAN DECKPresident and Chief Executive OfficerRECURRING REVENUE51%Of Total Revenue, 2023ADJUSTED EBITDA*$273M20% Increase Year Over Year, 2023FREE CASH FLOW*$167MConversion Rate 129%, 2023ADJUSTED EPS*$4.1012% Increase Year Over Year, 20232023 FINANCIAL HIGHLIGHTS FROM CONTINUING OPERATIONS* This is a non-GAAP financial measure. For an explanation of this measure and a reconciliation to the most directly comparable GAAP measure, please see “Non-GAAP Financial Measures” in our Form 8-K filing from February 20, 2024.240476-5-with Hinge adjustment.indd 12240476-5-with Hinge adjustment.indd 123/27/24 8:23 AM3/27/24 8:23 AM 10Thinking bigJBT / 2023 Annual ReportWe see big opportunities in food and beverage worldwide. As a pure- play leader, we’re in an exciting position to take bold steps to pursue those opportunities.BIG POTENTIAL TO DRIVE ORGANIC GROWTHDemand is durable and growing in the food and beverage industry for solutions that improve yield, increase process and operational efficiency, and support sustainability. JBT’s technological expertise in automation, digital transformation and sustainability, as well as parts and service after the initial equipment sale, position the company to be a preferred partner for customers.⟶ SUSTAINABILITY integrated into everything for lower environmental impact ⟶ DIGITAL TECHNOLOGY for improved productivity, efficiency and ease of doing business ⟶ AUTOMATION for increased speed, reliability, quality and cost effectiveness⟶ CUSTOMER CAREcritical aftermarket resources and support to maximize equipment uptime240476-5-with Hinge adjustment.indd 13240476-5-with Hinge adjustment.indd 133/27/24 8:23 AM3/27/24 8:23 AM PRIMARY PROCESSINGPACKAGING FURTHER PROCESSINGSECONDARY PROCESSINGBUILDING GLOBAL SCALEScale is critical to developing cost-effective solutions for feeding the world sustainably. Building scale also increases our ability to meet our customers’ needs, wherever they are in the world. As a pure-play food company, we are prepared to make bold moves to build that scale, globally and faster.11BETTER MARGINS, STRONGER SOLUTIONSOur focus on supply chain, cost reduction, inventory management and strategic sourcing is driving significant progress in improving margins. Better margins strengthen our ability to develop new solutions for improved customer productivity, sustainability and performance.Key focus areas for growth/expansionEXPANDING INTO ADJACENT MARKETS We intend to deploy capital through M&A to accelerate our growth into adjacent markets where our technologies can have an impact. We will continue to build our ability to offer full line solutions across primary, secondary and further processing, and packaging.240476-5-with Hinge adjustment.indd 14240476-5-with Hinge adjustment.indd 143/27/24 8:23 AM3/27/24 8:23 AM 12Empowering peopleJBT / 2023 Annual ReportPeople empower JBT potential. We’re engaging our people to make JBT a stronger partner for our customers and communities.ENGAGING OUR EMPLOYEESPeople have always been the power that propels JBT forward, and this is even more true today. In 2023, we conducted an organization-wide employee survey to help guide development and expression of our new purpose, vision and values. 86% responded.86%participation in the 2023 JBT Employee Engagement Survey240476-5-with Hinge adjustment.indd 15240476-5-with Hinge adjustment.indd 153/27/24 8:23 AM3/27/24 8:23 AM 13OUR CORE VALUES: ⟶⟶ SERVE WITH INTEGRITYWe prioritize accountability, integrity and safety in all we do by doing right by our partners and people.⟶⟶ COLLABORATE WITH HUMILITYWe work across silos and alongside our customers, using our collective strength to solve challenges together.⟶⟶ GROW WITH AGILITYWe take pride in taking initiative for our growth—empowered to think boldly and continuously improve. ⟶⟶ INNOVATE WITH IMPACTWe understand the urgency to expand access to nourishment and responsibly utilize our planet’s resources.Our Purpose:Fortify the Future of FoodNEW PURPOSE, VISION AND VALUES As JBT begins a new chapter as a pure-play food and beverage technology solutions provider, we are launching a compelling new articulation of purpose, vision and values in early 2024 to align and inspire our people and partners.148%Lower Recordable Incident Lower Recordable Incident Rate (2023) Compared to Rate (2023) Compared to Percentage Difference from Percentage Difference from the Bureau of Labor Statistics the Bureau of Labor Statistics 2022 Average2022 AverageKEEPING OUR PEOPLE AND PLANET SAFENo matter how fast we grow, keeping our people and surrounding communities safe is our first and most important priority. And as JBT grows, our opportunity and potential to contribute to food and consumer safety grows with us.THE POWER OF CULTURE In business, culture is a shared set of values that form the foundation of excellence at the company, region, site and individual levels. At JBT, we know greatness is in clearly articulating and living those values while encouraging diversity of thought, including honoring local heritage and traditions.240476-5-with Hinge adjustment.indd 16240476-5-with Hinge adjustment.indd 163/27/24 8:23 AM3/27/24 8:23 AM 14Accelerating impactJBT / 2023 Annual ReportWith a bold approach and empowered With a bold approach and empowered people, we are excited at our new people, we are excited at our new potential to make a powerful, positive potential to make a powerful, positive impact on sustainability and the future impact on sustainability and the future of food.of food.DOING MORE WITH LESSDriven by a continuous improvement cultural mindset, we are focused on operating more efficiently and responsibly, every year. To accomplish that, we are looking across every corner of our business, both companywide and at the site level, to uncover new opportunities to improve.wastewasteenergyenergyemissionsemissionswaterwater240476-5-with Hinge adjustment.indd 17240476-5-with Hinge adjustment.indd 173/27/24 8:23 AM3/27/24 8:23 AM HUMAN NEED, GLOBAL CHALLENGE Food and nutrition are critical to human progress. At JBT, our challenge and opportunity is to help our customers and communities advance food security—making food more sustainable, more accessible and more affordable worldwide, while reducing waste and improving quality.2.5BApproximately 2.5 billion tons of food is lost or wasted each year, over a third of all food produced.11 https://www.bcg.com/featured-insights/closing-the-gap/food-wasteTHE JBT FORTIFY FOUNDATION: LIVING OUR PURPOSE AND VALUESWith the launch of our new purpose, vision and values, we are creating the JBT Fortify Foundation, dedicated to laying the groundwork for a stronger, more resilient and equitable global food system.Increasing Food Increasing Food SecuritySecurityDecreasing Food Decreasing Food WasteWasteAdvancing Food Advancing Food ResearchResearch15The JBT Fortify FoundationMERGING R&D AND SUSTAINABILITY The need is urgent to expand access to nourishment and more responsibly utilize the earth’s resources. We’re intent on accelerating the advancement of our position at the forefront of food and beverage technology with sustainability at the core of JBT innovation.240476-5-with Hinge adjustment.indd 18240476-5-with Hinge adjustment.indd 183/27/24 8:23 AM3/27/24 8:23 AM JBT / 2023 Annual Report
JBT / 2023 Annual Report
We have never been in a better position
We have never been in a better position
to be the partner of choice for customers
to be the partner of choice for customers
to make food more sustainable, more
to make food more sustainable, more
accessible and more affordable worldwide.
accessible and more affordable worldwide.
For JBT, the future is here.
For JBT, the future is here.
1616
240476-5-with Hinge adjustment.indd 19
240476-5-with Hinge adjustment.indd 19
3/27/24 8:23 AM
3/27/24 8:23 AM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-34036
John Bean Technologies Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
91-1650317
(I.R.S. Employer
Identification Number)
70 West Madison Street
Chicago, IL 60602
(Address of principal executive offices)
(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 Exchange on Which Registered
Common Stock, $0.01 par value
JBT
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of common stock held by non-affiliates of the registrant on the last business day of the registrant’s most recently
completed second fiscal quarter was: $3,801,346,464.
At February 16, 2024, there were 31,791,262 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated herein by reference in Part
III of this Annual Report on Form 10-K to the extent stated herein.
TABLE OF CONTENTS
Page
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Qualitative and Quantitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
5
13
26
26
28
29
30
31
33
34
45
47
93
94
95
96
97
98
99
100
101
102
107
108
2
SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
This 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 Annual Report on Form 10-K 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 related to our business and our results of operations, a potential
transaction with Marel, our strategic plans, our restructuring plans and expected cost savings from those plans and our liquidity. The
factors that could cause our actual results to differ materially from expectations include but are not limited to the following factors:
•
•
•
the completion of confirmatory due diligence by us prior to launching the offer for Marel shares (the offer);
the occurrence of any event, change or other circumstances that could give rise to the termination or abandonment of the offer;
the expected timing and likelihood of completion of the proposed transaction with Marel, including the timing, receipt and terms
and conditions of any required governmental and regulatory approvals of the offer that could reduce anticipated benefits or cause
the parties to abandon the transaction;
the ability to successfully integrate the businesses of JBT and Marel;
the possibility that our stockholders may not approve the issuance of new shares of common stock in the offer;
the risk that Marel and/or JBT may not be able to satisfy the conditions to the proposed offer in a timely manner or at all;
the risk that the proposed offer and its announcement could have an adverse effect on the ability of JBT and Marel to retain
customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating
results and businesses generally;
the risk that problems may arise in successfully integrating the businesses of Marel and JBT, which may result in the combined
company not operating as effectively and efficiently as expected;
the risk that the combined company may be unable to achieve cost-cutting synergies or it may take longer than expected to
achieve those synergies;
fluctuations in our financial results;
unanticipated delays or acceleration in our sales cycles;
deterioration of economic conditions, including impacts from supply chain delays and reduced material or component availability;
inflationary pressures, including increases in energy, raw material, freight, and labor costs;
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;
fluctuations in currency exchange rates;
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;
acts of terrorism or war, including the ongoing conflicts in Ukraine and the Middle East;
termination or loss of major customer contracts and risks associated with fixed-price contracts, particularly during periods of high
inflation;
customer sourcing initiatives;
competition and innovation in our industries;
difficulty in implementing our pure play food and beverage strategy, including our ability to execute on strategic investments,
merger or acquisition opportunities;
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 such as network intrusion or ransomware schemes;
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;
a systemic failure of the banking system in the United States or globally impacting our customers' financial condition and their
demand for our goods and services;
availability of and access to financial and other resources; and
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
3
•
the factors described under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in this Annual Report on Form 10-K.
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 Annual Report on Form
10-K 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.
Unless otherwise specified or indicated by the context, JBT Corporation, JBT, we, us, our and the Company refer to John Bean
Technologies Corporation and its subsidiaries.
PART I
4
ITEM 1.
BUSINESS
GENERAL
We are a leading global technology solutions and service provider to high-value segments of the food and beverage industry. We
design, produce, and service sophisticated products and systems for multi-national and regional customers. Our mission is to make
better use of the world’s precious resources by providing solutions that substantially enhance our customers’ success, and in doing
so design, produce and service sophisticated and critical products and systems for food and beverage companies that improve
yields and boost efficiency.
We were originally incorporated as Frigoscandia, Inc. in Delaware in May 1994. Our principal executive offices are located at 70
West Madison, Suite 4400, Chicago, Illinois 60602.
Operating results and additional financial data and commentary are provided in the Results of Continuing Operations section in
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on
Form 10-K.
DESCRIPTION OF BUSINESS
We provide 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, plant-based meat alternatives, dairy, bakery, pet foods, soups, sauces, and juices. Our solutions also
support nutraceutical and powder applications. We also provide stand-alone and fully integrated automated guided vehicle systems
for repetitive material handling requirements for use in manufacturing, warehouse, and other facilities.
The product offering of our businesses includes:
•
•
Food and Beverage Solutions. Our equipment offerings include primary, secondary and further value-added
processing, including chilling, mixing/grinding, injecting, blending, marinating, tumbling, flattening, forming,
portioning, coating, cooking, frying, freezing, extracting, pasteurizing, sterilizing, concentrating, high pressure
processing, weighing, inspecting, filling, closing, sealing, end of line material handling, and packaging solutions,
which support a large and growing portfolio of food, beverage, and health end markets.
Automated Guided Vehicle Systems. Our Automated Guided Vehicle Systems offerings include stand-alone, fully
integrated, and dual-mode robotic systems for material movement requirements with a wide variety of applications
including automotive manufacturing, warehousing, and medical facilities.
On August 1, 2023, we completed the sale of the AeroTech business segment ("AeroTech"). This sale was completed pursuant to
the Stock and Asset Purchase Agreement, dated May 26, 2023, to sell AeroTech to Oshkosh Corporation. This divestiture
supported the Company's strategy to become a pure-play food and beverage solutions provider. For additional information, refer to
Note 2. Discontinued Operations of the Notes to the Consolidated Financial Statements.
Our historically strong position in the markets we serve has provided us with a large installed base of systems and equipment that
is a source of recurring revenue from our aftermarket parts and service offerings and re-build services for customer-owned
equipment. As part of our aftermarket program, we also provide a digital solution called OmniBlu™, a subscription-based offering
including integrated best-in-class service, parts availability, and machine optimization capabilities - all supported by a powerful
digital infrastructure leveraging AI, machine learning, and predictive analytics. We also provide continuous, proactive service to
our customers including the fulfillment of preventative maintenance agreements, such as PRoCARE® and consulting services. We
offer full service operating leases on certain high-capacity industrial extractors, which include routine parts and maintenance
support. Recurring revenue accounted for 51% of total revenue in 2023.
We believe our success is derived from continued innovation, applying differentiated and proprietary technologies to meet
customers’ food and beverage processing needs. We continually strive to improve existing products and develop new solutions by
working closely with our customers to meet their evolving needs. The installed base also provides us with strong, long-term
customer relationships from which we derive information for new product development to meet the evolving needs of our food
processing customers.
We have operations strategically positioned around the world to serve our existing equipment installed base located in more than
100 countries. Our principal production facilities are located in the United States (Arkansas, California, Florida, New York, North
5
Carolina, Ohio, Pennsylvania, Virginia and Wisconsin), Brazil, Belgium, Germany, Italy, Spain, Sweden, the Netherlands, the
United Kingdom, and South Africa. In addition to sales and services offices based in more than 25 countries, we also support our
customers in their development of new food products and processes as well as the refinement and testing of their current
applications through 10 technical centers located in the United States (California, Florida, and Ohio), Mexico, Brazil, Belgium,
Italy, Spain, Sweden, and the Netherlands. Our global presence allows us to provide direct customized support to customers
virtually anywhere they process food.
Solutions, Products and Services
We offer a broad portfolio of systems, equipment and services to our customers which are often sold as part of a fully integrated
processing line solution. Our systems are typically customized to meet a large variety of customer application needs within food
and beverage groups, including poultry, beef, pork, seafood, ready-to-eat meals, fruits, vegetables, plant-based meat alternatives,
dairy, bakery, pet foods, soups, sauces, and juices. Thus, actual production capacity ranges vary and are dependent on the food and
product packaging type being processed. Our fully integrated processing lines often span from the initial point of entry of raw
products through further processing and end of line packaging.
The initial step in the food processing cycle is primary processing, where the readily edible food is extracted from the inedible raw
commodity or preserved in its raw form to increase shelf life. Our primary processing offerings increase food yield, lower energy
and water usage, reduce food waste, and enhance food safety. In the primary processing space, we offer solutions for meat and
poultry applications, and fruit and vegetable processing equipment. Products in the primary processing space include:
poultry overhead and conveyance systems;
offal and feather processing;
•
•
• meat and poultry processing applications, including scalding, picking, evisceration, maceration, water re-use, paw
processing, cut-up and deboning, wing segmentation, and skinning equipment;
pathogen protection for poultry and meat applications;
freezing, chilling, refrigeration, and proofing systems;
industrial citrus, tropical and temperate fruit and vegetable processing equipment, including cleaning, grading, storing,
feeding, finishers, pulp systems, evaporators, ingredient recovery systems, slicing, washing, drying, transporting, and
mixing;
specially formulated fruit and vegetable cleaners, post-harvest sanitizers, fungicides, and coatings;
skid-mounted products, including solutions for aseptic sterilization, bulk filling, and labelling, as well as ingredient and
by-product recovery and clean-up systems; and
high-capacity industrial juice extractors; and
point of use produce juicers for retail markets.
•
•
•
•
•
•
•
The next step in the food processing cycle is secondary processing where the ingredients prepared through primary processing are
transformed into consumable food or are further preserved for consumption. Our secondary processing offerings add further value
by transforming food into a more marketable and edible product while reducing labor through automation, increasing yields,
improving product quality, reducing energy and water usage, lowering food waste, and enhancing food safety. In the secondary
processing space, we supply a broad portfolio of processing solutions for customers producing protein products, such as meat,
poultry, and seafood, and liquid food and beverage products, including products used standalone or as ingredients in dairy
products, bakery products, and fruit-based beverages. Products in the secondary processing space include:
•
•
• meat and poultry processing functions, including tenderization, portioners and waterjet portioners, slicers and cordon-bleu
slicers, attribute scanners/sorters, injectors, scales and weighing systems, brine preparation, injection, marination, mixers,
grinders, flatteners, formers, and tenderizers;
x-ray detection systems created for the unique needs of poultry and fish;
aseptic systems, including sterilizers, fillers, blow molders and controls that can be used for bulk or retail production of
diverse products such as not-from concentrate orange juice, milk, alt-dairy, purees, soups, sauces, and concentrates;
flavor vats, batching systems, melting systems, and storage tanks;
fully integrated industrial preservation systems that enable production of extended shelf life and shelf-stable foods in a
wide variety of flexible, rigid, and semi-rigid packages;
rotary and linear filling and closing technologies for metal cans, glass jars, glass and plastic bottles, and pouches; and
integrated solutions for the processing of extended shelf life and shelf-stable food and liquid products including a line of
continuous hydrostatic sterilizers, continuous rotary sterilizers, batch retorts, heat exchangers, and thermal process
controls.
•
•
•
•
The final step in the food processing cycle is further processing where the food product is further refined through a variety of
different value added techniques for broader or more convenient consumption. Our further processing offerings enhance the quality
of the final food product while reducing labor through automation, improving product quality, reducing energy and water usage,
lowering food waste, and enhancing food safety. In the further processing space, we supply a comprehensive portfolio of high-
6
volume industrial cooking and freezing solutions, in addition to capabilities in filling, carbonated beverages, high pressure
processing, fresh-cut produce, infant food, pet food, and pharma/nutraceuticals. Products in the further processing space include:
•
•
•
•
•
•
cookers, fryers, spiral and linear ovens and cooking systems, coating and seasoning applicators, pasteurizers, and
proofers;
design, assembly, testing, and installation of self-stacking spiral ovens, freezers, chillers, individual quick freezing (IQF)
systems, linear/impingement freezing systems, and flat product and contact freezers;
equipment to clean, mix, grade, sort, and blanch produce, fresh-cut salads, fruits, and vegetables;
powder and linear fillers, and vacuum fillers, a leading filler for high-value powdered food;
solutions for blending, filling, container handling and seaming on high-capacity beverage lines packaged in cans or
bottles;
high-pressure processing equipment, supporting clean-label products and non-thermal preservation solutions for a broad
array of market segments;
full line solutions for wet pet food producers; and
•
• modularized tanks, skids, and bioreactors as well as installation of sanitary/high purity piping that plays a vital role in
producing vaccines and medicines.
In the packaging space, we supply packaging systems, tray seal packaging equipment, and case packers providing automatic in-line
solutions for the food segment. Our tray sealing solutions help extend the self life of packaged food and can reduce plastic
consumption versus traditional packaging methods, offering solutions in a wide range of industries including, food,
pharmaceutical, and retail markets.
We are a recognized U.S. Department of Agriculture ("USDA") and Food and Drug Administration ("FDA") Food Process
Authority and offer consulting services to help design food production processes in accordance with the USDA's and FDA's
stringent requirements. Our solutions also include specialized material handling systems to automate the handling and tracking of
processed and unprocessed containers as well as software and controls provided by AutoCoding Systems that help our customers
optimize and track their processes to allow real time modifications in the case of process deviations.
Across our equipment and technologies, we create shared value for our food and beverage customers by offering high-quality,
technologically advanced, and reliable solutions that deliver quality performance while also striving to support customer
sustainability objectives. As a result, many of our solutions seek to minimize food and packaging waste, extend food product life,
optimize and reduce water and energy usage, increase yield and maximize efficiency.
Automated Systems. We are a leading global supplier of robotic automated guided vehicle systems for material movement in
the automotive, food and beverage, building materials, warehousing and healthcare industries. We provide engineering services
and simulations to evaluate material handling requirements, standard and custom automated guided vehicle hardware and software,
and stand-alone (JayBoT®) and fully integrated system hardware and software for a scalable solution that can be applied
individually or across the entire customer enterprise.
Aftermarket Products, Consumables, Parts, and Services. We provide aftermarket products, parts, and services for all of our
integrated food processing systems and equipment. We provide retrofits and refurbishments to accommodate changing operational
requirements, and we supply our own brand of food grade lubricants and cleaners designed specifically for our equipment. We
supply packaging material components for our clip packaging customers in the form of metal clips and hanging loops. We also
provide continuous, proactive service to our customers including through the fulfillment of preventative maintenance agreements
and consulting services such as water treatment, corrosion monitoring control, food safety and process auditing, and the expertise
of on-site technical personnel. In addition to helping our customers reduce their operating costs and improve efficiencies, our
customer service focus also helps us maintain strong commercial relationships and provides us with ongoing access to information
about our customers’ requirements and strategies to foster continuing product development. Our aftermarket products, parts, and
services, coupled with our large installed base of food processing systems and equipment, provide us with a strong base for
growing recurring revenue. Sales of aftermarket products, parts and services are consolidated within the total revenue of the related
business. As part of our aftermarket program, we also provide a digital solution called OmniBlu™, a subscription-based offering
including best-in-class service, parts availability, and machine optimization capabilities - all supported by a powerful digital
infrastructure leveraging AI, machine learning, and predictive analytics. We also provide continuous, proactive service to our
customers including the fulfillment of preventative maintenance agreements, such as PRoCARE® and consulting services.
7
Order Backlog
For information regarding our order backlog, refer to the section entitled “Inbound Orders and Order Backlog” in Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.
Sales and Marketing
We sell and market our products and services predominantly through a direct sales force, supplemented with independent
distributors, sales representatives, and technical service teams. Our experienced global sales force is comprised of individuals with
strong technical expertise in our products and services and the industries in which they are sold.
We support our sales force with marketing and training programs that are designed to increase awareness of our product offerings
and highlight our differentiation while providing a set of sales tools to aid in the sales of our technology solutions. We actively
employ a broad range of marketing programs to inform and educate customers, the media, industry analysts, and academia through
targeted newsletters, our website, blogs, social media platforms, seminars, trade shows, user groups, and conferences. We regularly
introduce new internal digital resources designed to accelerate the quote-to-order process, identify cross-selling opportunities
between our separate businesses. In addition, we utilize marketing automation processes and technology to drive lead generation.
Competition
We conduct business worldwide and compete with large multinational companies as well as a variety of local and regional
companies, which typically are focused on a specific application, technology or geographical area.
JBT’s major competitors include, but are not limited to, Advanced Equipment Inc.; Alit SRL; Allpax Products, Inc.; Atlas Pacific
Engineering Company, Inc.; Barry-Wehmiller Companies, Inc.; Brown International Corp.; CFT S.p.A.; Egemin Automation Inc.;
Elettric 80 S.p.a. Italia; Ferrum; Food Processing Equipment Company; FPS Process Foods Solutions; GEA Group AG; Krones;
Marel hf.; METALQUIMIA, S.A.; Mettler-Toledo International, Inc.; Morris & Associates, Inc.; MYCOM; Middleby
Corporation; Nantong Freezing Equipment Company, Ltd.; Poly-clip system GmbH & Co. KG; Provisur Technologies, Inc.;
Shibuya Corporation; Starfrost; Statco Engineering; Steriflow SAS.; Tetra Laval; Tecnopool S.p.A; Heinen Freezing GmbH & Co.
KG; Square Technology Group Co., Ltd; DSI Dantech A/S; Duravant LLC; Bettcher Industries, Inc; and ProMach Inc.
We compete by leveraging our industry expertise to provide differentiated and proprietary technology, integrated systems, high
product quality and reliability, and comprehensive aftermarket services for installed base of our equipment. Furthermore, this
installed base also provides us with strong, long-term customer relationships from which we derive information for new product
development to meet the evolving needs of our customers. We strive to provide our customers with equipment that delivers a lower
total cost of ownership, distinguishing ourselves by providing reliable uptime, labor reduction through automation, increased
yields, and improved product quality, while helping customers achieve ambitious environmental goals of lowering energy and
water usage, reducing food waste, and enhancing food safety. Our ability to provide comprehensive sales and service in all major
regions of the world, by maintaining local personnel in region, differentiates us from regional competition.
Geographic Information
We have operations strategically positioned around the world to serve our existing equipment base located in more than 100
countries. See Item 1A. Risk Factors for a discussion of risks associated with our global operations.
Customers
No single customer accounted for more than 10% of our total revenue in any of the last three fiscal years.
Patents, Trademarks and Other Intellectual Property
We own a number of United States and foreign patents, trademarks, and licenses that are cumulatively important to our business.
We own approximately 659 United States and foreign issued patents and have approximately 307 patent applications pending in
the United States and abroad. Further, we license certain intellectual property rights to or from third parties. We also own
numerous United States and foreign trademarks and trade names and have approximately 703 registrations and pending
applications in the United States and abroad. Developing and maintaining a strong intellectual property portfolio is an important
component of our strategy to extend our technology leadership. However, we do not believe that the loss of any one or group of
related patents, trademarks, or licenses would have a material adverse effect on our overall business.
8
Sources and Availability of Raw Materials
We purchase carbon steel, stainless steel, aluminum, and/or steel castings and forgings both domestically and internationally. We
do not use single source suppliers for the majority of our raw material purchases and believe the available supplies of raw materials
are adequate to meet our needs. We have taken steps to minimize impacts on the business caused by disruptions to the global
economy, including supply chain disruptions, which began in 2020 and continued through 2023. By working closely with our
supply base, primarily through supply chain and strategic sourcing initiatives that include supply base consolidation, make versus
buy decisions, value engineering and component standardization, and best cost country sourcing, we have improved lead times and
stabilized raw material costs. We expect that these supply chain initiatives will continue to help us successfully mitigate the impact
of these events.
Working Capital Practices
In order to provide, and install, custom designed equipment, companies in the food machinery industry generally generate
customer deposits, or advance payments, before construction begins. For this reason, our business can be less working capital
intensive than many other industrial capital goods industries.
Human Capital Management
We have employees geographically dispersed throughout the world. As of fiscal year end 2023, we have approximately 5,100
employees worldwide, with approximately 46% located in the United States. None of our employees in the United States are
represented by collective bargaining agreements. Outside the United States, we enter into employment contracts and agreements in
those countries in which such relationships are mandatory or customary. The provisions of these agreements correspond in each
case with the required or customary terms in the subject jurisdiction. Approximately 49% of our international employees are
covered by global employee representation bodies. We have historically maintained good employee relations and have successfully
concluded all of our recent negotiations without a work stoppage. However, we cannot predict the outcome of future contract
negotiations.
Our strong employee base, along with their commitment to our uncompromising values of integrity, accountability, continuous
improvement, teamwork, and customer focus, provide the foundation of our company’s success. Employee safety, and managing
the risks associated with our workplace, is of paramount importance to JBT. We give employees the training and tools to manage
risk. We also empower employees to stop work if they encounter an unsafe situation. JBT's Health and Safety program operates
under management's belief that all injuries can be prevented, with a company objective of "Zero Incidents, Worldwide, Every
Day.” Specifically, we have deployed a global Near Miss and Behavior-Based Safety Observations reporting program, under which
potential unsafe conditions or behaviors are proactively reported and corrected before they cause an injury. JBT's foundational
commitment to safety is demonstrated by our world-class recordable and loss-time rates below. This safety information is provided
in the CEO report to the Board of Directors at every Board meeting.
At JBT, we are deeply committed to fostering diversity, equity, inclusion, and belonging (DEIB) across all aspects of our
operations. Our belief is firm, that an inclusive and diverse workforce is the cornerstone of innovation, bringing unique
perspectives that enrich our corporate culture and drive our success. To this end, we have instituted a comprehensive DEIB strategy
that not only acknowledges our strengths but also challenges us to stretch further in our pursuit of equitable outcomes for our
workforce, supply chain, community, and stakeholders.
9
In October 2023, our biennial employee engagement survey featured a newly implemented company values and belonging index,
that provided crucial insights into the levels of engagement and feelings of inclusion among our staff at JBT. By leveraging this
belonging index, we're able to pinpoint specific areas for improvement and devise targeted strategies to enhance our inclusive
culture. This approach helps us identify and address any disparities in the sense of belonging, allowing for the implementation of
initiatives like targeted mentorship, tailored DEIB training, and inclusive team activities. The data from the belonging index not
only guides our DEIB strategy, but also tracks our progress, ensuring our actions effectively foster a more welcoming and inclusive
environment for all JBT employees. Through this focused and data-driven strategy, we are committed to strengthening our culture
of belonging, making JBT an even better place to work.
Central to our DEIB strategy is our Global DEIB Council, a dedicated body tasked with developing and implementing programs,
processes, and communications to advance our DEIB objectives. This council plays a pivotal role in guiding our efforts and
ensuring that our commitment to inclusion is reflected in every facet of our operations.
A key component of our DEIB strategy is the formation of Employee Network Communities (ENCs). These ENCs provide a
supportive space for underrepresented groups to share experiences, foster professional development, and contribute to our inclusive
culture. Our network includes the Women's Inclusion Network (WIN), an ENC for Black employees (BEST), and a newly
established ENC for global military veterans, among others. These communities are vital in promoting a sense of belonging and
engagement within our workforce.
In 2023, JBT undertook significant initiatives to bolster our commitment to diversity, equity, inclusion, and belonging (DEIB),
including a global education program. Courses such as the Unconscious Bias training marked a pivotal step in our efforts to
cultivate an inclusive workplace. This initiative was aimed at raising awareness and educating our employees on DEIB topics,
fostering an environment where every team member can contribute to a culture of mutual respect and understanding.
Complementing this educational push, our Corporate Giving Program was strategically aligned with the UN Sustainable
Development goals, and our DEIB goals to make a tangible impact on broader societal issues. This program focused on addressing
critical challenges such as food insecurity and supporting underserved communities, demonstrating our dedication to social
responsibility. Through the JBT U.S. Corporation Matching Gift Plan, we not only encouraged our employees to engage in
philanthropy but also matched their contributions to eligible organizations, amplifying our collective impact and reinforcing our
commitment to giving back to the communities where we operate. Together, these initiatives reflect our holistic approach to
embedding DEIB principles into every aspect of our corporate ethos in 2023.
Recognizing that our people are our greatest asset, we have put in place robust recruitment and development processes to retain,
develop, and attract top talent. Our equitable recruitment strategies include partnerships with national organizations such as the
Society of Women Engineers (SWE), the Society of Hispanic Professional Engineers (SHPE), and the National Society of Black
Engineers (NSBE).
Our talent development efforts are equally robust, featuring the Executive Performance Management Program and the Global
Talent Development Review process. These initiatives ensure that our leadership and workforce are equipped with the necessary
skills and competencies to lead JBT towards achieving its strategic goals. Furthermore, our Leadership Framework outlines the
essential competencies for successful leadership at JBT, providing a structured and equitable approach to developing these traits
across our organization.
At JBT, our leadership, spearheaded by our CEO and supported by a team with deep industry experience, is key to our strategic
success and our commitment to diversity, equity, inclusion, and belonging (DEIB). Our CEO has also signed the CEO Action for
Diversity and Inclusion pledge formalizing our commitment to create a more diverse, inclusive, and equitable workforce. This
experienced management team is crucial for maintaining our global leadership and for advancing DEIB throughout our operations.
We're focused on building an inclusive culture where every employee can flourish, which is essential for our continued success as a
global market leader. For details on risks related to management retention and attraction, see “Part 1. Item 1A. Risk Factors.” Our
leadership's dedication ensures JBT's ongoing growth and reinforces our inclusive competitive edge.
Governmental Regulation and Environmental Matters
Our operations are subject to various federal, state, local, and foreign laws and regulations governing the prevention of pollution
and the protection of environmental quality. If we fail to comply with these environmental laws and regulations, administrative,
civil, and criminal penalties may be imposed, and we may become subject to regulatory enforcement actions in the form of
injunctions and cease and desist orders. We may also be subject to civil claims arising out of an accident or other event causing
environmental pollution. These laws and regulations may expose us to liability for the conduct of or conditions caused by others or
for our own acts even though these actions were in compliance with all applicable laws at the time they were performed.
Under the Comprehensive Environmental Response, Compensation and Liability Act, referred to as CERCLA, and related state
laws and regulations, joint and several liability can be imposed without regard to fault or the legality of the original conduct on
10
certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include the
owner and operator of a contaminated site where a hazardous substance release occurred and any company that transported,
disposed of, or arranged for the transport or disposal of hazardous substances that have been released into the environment,
including hazardous substances generated by any closed operations or facilities. In addition, neighboring landowners or other third
parties may file claims for personal injury, property damage, and recovery of response cost. We may also be subject to the
corrective action provisions of the Resource, Conservation and Recovery Act, or RCRA, and analogous state laws that require
owners and operators of facilities that treat, store, or dispose of hazardous waste to clean up releases of hazardous waste
constituents into the environment associated with their operations
Many of our facilities and operations are also governed by laws and regulations relating to worker health and workplace safety,
including the Federal Occupational Safety and Health Act, or OSHA. We believe that appropriate precautions are taken to protect
our employees and others from harmful exposure to potentially hazardous work environments, and that we operate in substantial
compliance with all OSHA or similar regulations.
We are also subject to laws and regulations related to conflict minerals, forced labor, export compliance, anti-corruption, and
immigration and we have adopted policies, procedures and employee training programs that are designed to facilitate compliance
with those laws and regulations.
Available Information
All periodic and current reports, registration statements, and other filings that we are required to make with the Securities and
Exchange Commission (the "SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, proxy statements and other information are available free of charge through our website as soon as reasonably practicable
after we file them with, or furnish them to, the SEC. You may access and read our SEC filings free of charge through our website
at www.jbtc.com, under “Investor Relations – SEC Filings,” or the SEC’s website at www.sec.gov.
The information contained on or connected to our website, www.jbtc.com, is not incorporated by reference into this Annual Report
on Form 10-K or any other report we file with the SEC.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The executive officers of JBT Corporation, together with the offices currently held by them, their business experience and their
ages as of February 16, 2024, are as follows:
Name
Brian A. Deck
Matthew J. Meister
Shelley Bridarolli
James L. Marvin
Kristina Paschall
Jack Martin
Luiz "Augusto" Rizzolo
Robert Petrie
Jessi L. Corcoran
Age Office
55
President and Chief Executive Officer
45
53
63
49
60
46
54
41
Executive Vice President and Chief Financial Officer
Executive Vice President, Chief Human Resources Officer
Executive Vice President, General Counsel and Assistant Secretary
Executive Vice President, Chief Information and Digital Officer
Executive Vice President, Supply Chain
Executive Vice President and President, Diversified Food and Health
Executive Vice President and President, Protein
Vice President, Corporate Controller and Chief Accounting Officer
BRIAN A. DECK became our President and Chief Executive Officer in December 2020 after serving as the interim Chief
Executive Officer from June 2020 to December 2020. Mr. Deck served as our Vice President and Chief Financial Officer from
February 2014 until December 2020. Prior to joining JBT, he served as Chief Financial Officer (since May 2011) of National
Material L.P., a private diversified industrial holding company. Mr. Deck served as Vice President of Finance and Treasury
(November 2007 to May 2011) and as Director, Corporate Financial Planning and Analysis (August 2005 to November 2007) of
Ryerson Inc., a metals distributor and processor. Prior to his service with Ryerson, Mr. Deck held various positions with General
Electric Capital, Bank One (now JPMorgan Chase & Co.), and Cole Taylor Bank.
MATTHEW J. MEISTER became our Chief Financial Officer in December 2020 after serving as the interim Chief Financial
Officer since October 2020. Mr. Meister joined JBT in May 2019 as Vice President and CFO for JBT Protein, with responsibility
for all accounting and finance activity for the Protein Division within the FoodTech segment. He joined the Company with
extensive experience in global manufacturing across various industries including automotive, medical devices, and general
11
industrial applications, including his prior roles at IDEX Corporation, where he held several finance leadership roles within the
operations, ending with the Group Vice President, Health and Science Technologies role. Prior to joining IDEX in January 2013,
he held various roles of increasing responsibility within the business units and in the corporate office at Navistar International
Corporation.
SHELLEY BRIDAROLLI became our as Executive Vice President, Human Resources in September 2021. Prior to that, Ms.
Bridarolli was the Senior Vice President Human Resources of Dana Incorporated from November 2018 until April 2020. Before
joining Dana Incorporated, she was the Vice President Human Resources for the PowerDrive Systems Division of BorgWarner,
Inc. from August 2014 to November 2018, and also served as Borg Warner’s Interim Chief Human Resources Officer from July to
November 2018. Prior to that, Ms. Bridarolli held progressive senior HR leadership roles at Eaton Corporation between May 2001
and August 2014. Ms. Bridarolli began her professional career in 1998 with National Fuel Exploration Company in Calgary,
Canada.
JAMES L. MARVIN became our Executive Vice President and General Counsel in May 2014, and served as Secretary from July
2008 to August 2018, subsequent to which he has served as Assistant Secretary. From July 2008 until May 2014, Mr. Marvin
served as Deputy General Counsel and Secretary, acting as Division Counsel for our former AeroTech Division and managing
corporate legal matters. Mr. Marvin joined FMC Technologies, Inc. in April 2003, serving as Assistant General Counsel and
Assistant Secretary, acting as Division Counsel for FMC Technologies’ Airport Systems Division and managing corporate legal
matters. Before joining FMC Technologies in 2003, Mr. Marvin served in the roles of Chief Corporate Counsel and Division
Counsel for Corporate Finance at Heller Financial, Inc., a publicly-traded middle-market financial services business. Mr. Marvin
was previously a partner with the Chicago-based law firm Katten Muchin Zavis, with a practice focused in commercial financial
transactions. Mr. Marvin was a corporate securities attorney with O’Connor Cavanagh Anderson Westover Killingsworth &
Beshears in Phoenix, Arizona.
KRISTINA PASCHALL became our Executive Vice President, Chief Information and Digital Officer in October 2020. She was
appointed Vice President and Chief Information Officer of JBT Corporation in September 2017. Prior to joining JBT Corporation,
Ms. Paschall was the Chief Information Officer of Ferrara Candy Company (2013 – 2017). Before joining Ferrara, she held
progressive senior IT leadership roles at Ingredion and GATX, having spent the previous part of her career in management roles at
consulting organizations.
JACK MARTIN became the Executive Vice President, Supply Chain in April 2022. Prior to joining JBT, Mr. Martin was
employed by Marmon Holdings as Vice President, Supply Chain from August 2019 to April 2022. Before joining Marmon
Holdings, he provided full time supply chain consulting services to Standex International and International Equipment Solutions in
2018 and 2019. Mr. Martin served in several group leadership roles with Dover Corporation from 2008 to 2017 with his last role
being Vice President, Global Sourcing. Mr. Martin started and advanced his career in progressive purchasing and supply chain
roles for companies like John Crane International, SKF / Chicago Rawhide, and Thermo Fisher Scientific.
LUIZ “AUGUSTO” RIZZOLO became the Executive Vice President and President, Diversified Food and Health in October 2022.
Previously, Mr. Rizzolo served as a President, Protein North America (since 2020) and as the Vice President, General Manager of
Protein North America Customer Care (2019 – 2020). Prior to joining JBT, Mr. Rizzolo was the Group President, Specialty Retail
Business at Marmon Holdings, Inc. (2018 – 2019). Prior to that, he worked at Illinois Tool Works (2014 – 2018) as VP/GM at
various times of each of the Global Weight & Wrap Division and the North America Service Division, and at Whirlpool
Corporation (2003 – 2014) in positions of increasing responsibility.
ROBERT PETRIE was appointed as our Executive Vice President and President, Protein in September 2021. Mr. Petrie previously
led JBT's Protein EMEA (Europe, Middle East, and Africa) business, with additional responsibility for JBT's Protein business in
Asia. Mr. Petrie joined the Company in 2009 when Double D Food Engineering Ltd, where he was Managing Director and a
shareholder, was acquired by JBT. During his tenure at JBT, Mr. Petrie has progressed through several general management and
commercial leadership roles with increasingly complex responsibilities. Before joining Double D, Mr. Petrie held various
engineering, quality, and operational positions at NCR Corporation.
JESSI L. CORCORAN became Vice President, Corporate Controller and Chief Accounting Officer in October 2020. Ms. Corcoran
came to JBT in 2015 as Senior Manager of External Reporting and Technical Accounting. She was promoted to Assistant
Corporate Controller in 2017 and Chief Accounting Officer in 2018. Prior to JBT she worked in the Audit & Assurance practice at
Deloitte for nine years, with increasing levels of responsibility through senior manager.
12
ITEM 1A.
RISK FACTORS
You should carefully consider the risks described below, together with all of the other information included in this Annual Report on
Form 10-K, in evaluating our company and our common stock. If any of the risks described below actually occurs, our business,
financial condition, results of operations, cash flows and stock price could be materially adversely affected.
RISKS RELATED TO THE PROPOSED MERGER
The Proposed Business Combination (as defined below) with Marel is subject to significant risks and uncertainties and may not be
consummated on the expected terms, if at all.
We intend to launch a voluntary tender offer for all of the issued and outstanding shares of Marel hf. (“Marel”) to effectuate a merger
with Marel in the second quarter of 2024 (the “Proposed Business Combination"). Launch of the offer is subject to, among other
things, confirmatory due diligence, further negotiations, and approval by our Board of Directors. There is no assurance that an offer
will be launched. In addition, even if an offer is launched, consummation of the Proposed Business Combination is expected to be
subject to the satisfaction or waiver of various conditions, including valid acceptance of the offer from Marel shareholders
representing at least 90% of the issued and outstanding share capital and voting rights of Marel, receipt of required regulatory
approvals, receipt of required approvals from our shareholders and other customary closing conditions. As a result, there can be no
assurance that the Proposed Business Combination will be consummated on the expected terms, on the anticipated schedule, or at all.
Any delay in consummation of the Proposed Business Combination will result in increased transaction costs and professional fees. If
we fail to consummate the Proposed Business Combination, we may be required to pay Marel a break fee under any agreement that is
entered into between the parties.
If consummated, the success of the Proposed Business Combination will depend, in significant part, on the successful integration of
the two companies, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the
combination. Difficulties in integrating our and Marel’s business practices and operations may result in the combined company
performing differently than expected, operational challenges or the delay or failure to realize anticipated benefits and synergies, and
could have an adverse effect on our business, financial condition, results of operations, and cash flows.
The issuance of shares of our common stock in connection with the Proposed Business Combination will dilute the ownership
interests of our existing shareholders. In addition, the combined company's indebtedness is expected to be substantially greater
than our current indebtedness.
We currently expect to provide Marel shareholders with a mix of cash and shares of our common stock as consideration for the
Proposed Business Combination. Any issuance of shares of our common stock to Marel shareholders will dilute the ownership and
voting interests of our existing shareholders. In addition, we expect to incur significant indebtedness, through one or more financing
arrangements, to fund the cash portion of the consideration for the Proposed Business Combination, which we may not be able to
obtain on favorable terms. We expect the combined company's indebtedness will be substantially greater than our current indebtedness
and greater than our and Marel's combined indebtedness prior to the Proposed Business Combination. Our substantially increased
indebtedness may have the effect of, among other things, reducing our flexibility to respond to changing business and economic
conditions, lowering our credit ratings, increasing our borrowing costs and/or requiring us to reduce or delay investments, strategic
acquisitions and capital expenditures, or to seek additional capital to refinance our indebtedness.
BUSINESS AND OPERATIONAL RISKS
Our financial results are subject to fluctuations caused by many factors that could result in our failing to achieve anticipated
financial results and cause a drop in our stock price.
Our quarterly and annual financial results have varied in the past and are likely to continue to vary in the future due to a number of
factors, many of which are beyond our control. In particular, the contractual terms and the number and size of orders in the capital
goods industries in which we compete vary significantly over time. The timing of our sales cycle from receipt of orders to shipment of
the products or provision of services can significantly impact our sales and income in any given fiscal period. These and any one or
more of the factors listed below, among other things, could cause us not to achieve our revenue or profitability expectations in any
given period and the resulting failure to meet such expectations could cause a drop in our stock price:
•
•
•
volatility in demand for our products and services, including volatility in growth rates in the food processing industry;
downturns in our customers’ businesses resulting from deteriorating domestic and international economies where our
customers conduct substantial business;
increases in commodity prices resulting in increased manufacturing costs, such as petroleum-based products, metals or
other raw materials we use in significant quantities;
13
•
•
•
•
•
•
•
•
•
•
•
•
supply chain delays and interruptions;
effects of tight labor market on our labor costs resulting from higher labor turnover, shortage of skilled labor, and higher
labor absenteeism;
changes in pricing policies resulting from competitive pressures, including aggressive price discounting by our
competitors and other market factors;
our ability to develop and introduce on a timely basis new or enhanced versions of our products and services;
unexpected needs for capital expenditures or other unanticipated expenses;
changes in the mix of revenue attributable to domestic and international sales;
changes in the mix of products and services that we sell;
changes in foreign currency rates;
seasonal fluctuations in buying patterns;
future acquisitions and divestitures of technologies, products, and businesses;
changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments; and
cyber-attacks and other IT threats that could disable our IT infrastructure and create a meaningful inability to operate our
business.
The loss of key personnel or any inability to attract and retain additional personnel could affect our ability to successfully grow our
business.
Our performance is substantially dependent on the continued services and performance of our senior management and other key
personnel. Our performance also depends on our ability to retain and motivate our officers and key employees. The loss of the services
of any of our executive officers or other key employees for any reason could harm our business. Transitions in our senior executive
management roles could adversely impact our strategic planning, specifically resulting in unexpected changes, or delays in the
planning and execution of such plans and can cause a diversion of management time and attention.
The cumulative loss of several significant contracts may negatively affect our business, financial condition, results of operations,
and cash flows.
We often enter into large, project-oriented contracts, or long-term equipment leases and service agreements. These agreements may be
terminated or breached, or our customers may fail to renew these agreements. If we were to lose several significant agreements and if
we were to fail to develop alternative business opportunities, then we could experience a material adverse effect on our business,
financial condition, results of operations, and cash flows.
We may lose money or not achieve our expected profitability on fixed-price contracts.
As is customary for several of the business areas in which we operate, we may provide products and services under fixed-price
contracts. Under such contracts, we are typically responsible for cost overruns. Our actual costs and any gross profit realized on these
fixed-price contracts may vary from our estimates on which the pricing for such contracts was based. There are inherent risks and
uncertainties in the estimation process, including those arising from unforeseen technical and logistical challenges or longer than
expected lead times for sourcing raw materials and assemblies. A fixed-price contract may significantly limit or prohibit our ability to
mitigate the impact of unanticipated increases in raw material prices (including the price of steel and other significant raw materials)
by passing on such price increases. Depending on the volume of our work performed under fixed-price contracts at any one time,
differences in actual versus estimated performance could have a material adverse impact on our business, financial condition, results
of operations, and cash flows.
We attempt to offset these cost increases through increases in pricing and efforts to lower costs through manufacturing efficiencies and
cost reductions. However, the impact of such increase costs may not be fully mitigated.
14
Infrastructure failures or catastrophic loss at any of our facilities, including damage or disruption to our information systems and
information database, could lead to production and service curtailments or shutdowns and negatively affect our business, financial
condition, results of operations, and cash flows.
We manufacture our products at facilities in the United States, Belgium, Sweden, Brazil, Italy, Spain, United Kingdom, the
Netherlands, Germany, and South Africa. An interruption in production or service capabilities at any of our facilities as a result of
equipment failure or any other reasons could result in our inability to manufacture our products. In the event of a stoppage in
production at any of our facilities, even if only temporary, or if we experience delays as a result of events that are beyond our control,
delivery times to our customers could be severely affected. Any significant delay in deliveries to our customers could lead to
cancellations.
Our operations are also dependent on our ability to protect our facilities, computer equipment and the information stored in our
databases from damage by, among other things, earthquake, fire, natural disaster, explosions, power loss, telecommunications failures,
hurricane, and other catastrophic events. For instance, a part of our operations is based in an area of California that has experienced
earthquakes and wildfires and other natural disasters, while another part of our operations is based in an area of Florida that has
experienced hurricanes and other natural disasters.
Despite our best efforts at planning for such contingencies, catastrophic events of this nature may still result in delays in deliveries,
catastrophic loss, system failures and other interruptions in our operations, which could have a material adverse effect on our business,
financial condition, results of operations, and cash flows.
In addition, it is periodically necessary to replace, upgrade, or modify our internal information systems. For example, we are currently
in the process of implementing common Enterprise Resource Planning ("ERP") systems across the majority of our businesses. If we
are unable to do this in a timely and cost-effective manner, especially in light of demands on our information technology resources,
our ability to capture and process financial transactions and therefore our business, financial condition, results of operations, and cash
flows may be materially adversely impacted.
We are subject to cyber-security risks arising out of breaches of security relating to sensitive company, customer, and employee
information and to the technology that manages our operations and other business processes.
Our business operations rely upon secure information technology systems for data capture, processing, storage, and reporting.
Notwithstanding careful security and controls design, our information technology systems, and those of our third-party providers
could become subject to cyber-attacks. Network, system, application, and data breaches could result in operational disruptions or
information misappropriation, including, but not limited to, inability to utilize our systems, and denial of access to and misuse of
applications required by our clients to conduct business with us. Phishing and other forms of electronic fraud may also subject us to
risks associated with improper access to financial assets, customer information and diversion of payments. Theft of intellectual
property or trade secrets and inappropriate disclosure of confidential information could stem from such incidents. Any such
operational disruption and/or misappropriation of information could result in lost sales, negative publicity or business delays and could
have a material adverse effect on our business. In addition, requirements under the privacy laws of the jurisdictions in which we
operate, such as the EU General Data Protection Regulation ("GDPR") and California Consumer Privacy Act, impose significant costs
that are likely to increase over time.
Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.
We have from time-to-time experienced labor shortages and other labor-related issues. A number of factors may adversely affect the
labor force available to us in one or more of our markets, including high employment levels, federal unemployment subsidies, and
other government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices and
immigration. These factors can also impact the cost of labor. Increased turnover rates within our employee base can lead to decreased
efficiency and increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees.
An overall labor shortage or lack of skilled labor, increased turnover, higher rates of absenteeism or labor inflation could have a
material adverse effect on our results of operations.
15
INDUSTRY RISKS
Deterioration of economic conditions could adversely impact our business.
Our business may be adversely affected by changes in current or future national or global economic conditions, including lower
growth rates or recession, high unemployment, rising interest rates, limited availability of capital, decreases in consumer spending
rates, the availability and cost of energy, tightening of government monetary policies to contain inflation and the effect of government
deficit reduction, sequestration, and other austerity measures impacting the markets we serve. Any such changes could adversely affect
the demand for our products or the cost and availability of our required raw materials, which can have a material adverse effect on our
financial results. Adverse national and global economic conditions could, among other things:
• make it more difficult or costly for us to obtain necessary financing for our operations, our investments and our
acquisitions, or to refinance our debt;
•
•
•
•
•
•
•
•
cause our lenders or other financial instrument counterparties to be unable to honor their commitments or otherwise
default under our financing arrangements;
impair the financial condition of some of our customers, thereby hindering our customers’ ability to obtain financing to
purchase our products and/or increasing customer bad debts;
cause customers to forgo or postpone new purchases in favor of repairing existing equipment and machinery, and delay
or reduce preventative maintenance, thereby reducing our revenue and/or profits;
negatively impact our customers’ ability to raise pricing to counteract increased fuel, labor, and other costs, making it
less likely that they will expend the same capital and other resources on our equipment as they have in the past;
impair the financial condition of some of our suppliers thereby potentially increasing both the likelihood of our having to
renegotiate supply terms on terms that may not be as favorable to us and the risk of non-performance by suppliers;
negatively impact global demand for technologically sophisticated food production equipment, which could result in a
reduction of sales, operating income, and cash flows;
negatively affect the rates of expansion, consolidation, renovation, and equipment replacement within the food
processing industry, which may adversely affect the results of operations of our business; and
impair the financial viability of our insurers.
Variability in the length of our sales cycles makes accurate estimation of our revenue in any single period difficult and can result
in significant fluctuation in quarterly operating results.
The length of our sales cycle varies depending on a number of factors over which we may have little or no control, including the size
and complexity of a potential transaction, the level of competition that we encounter during our selling process, and our current and
potential customers’ internal budgeting and approval processes. Many of our sales are subject to an extended sales cycle. As a result,
we may expend significant effort and resources over long periods of time in an attempt to obtain an order, but ultimately not obtain the
order, or obtain an order that is smaller than we anticipated. Revenue generated by any one of our customers may vary from quarter to
quarter, and a customer who places a large order in one quarter may generate significantly lower revenue in subsequent quarters. Due
to the length and uncertainty of our sales cycle, and the variability of orders from period to period, we believe that quarter-to-quarter
comparisons of our revenue and operating results may not be an accurate indicator of our future performance.
Our inability to secure raw material supply, component parts, sub-assemblies, finished good assemblies, installation labor, and/or
logistics capacity in a timely and cost-effective manner from suppliers would adversely affect our ability to manufacture, install
and/or distribute products to customers.
We purchase raw materials, component parts, sub-assemblies, and/or finished good assemblies for use in manufacturing, installation,
service and/or distribution of our products to customers. Logistics availability and other external factors impacting our inbound and
outbound transportation, raw material supply, component parts, sub-assemblies, and/or finished goods we procure could result in
manufacturing, installation and/or outbound transportation delays, inefficiencies, or our inability to distribute products if we cannot
timely and efficiently manufacture them. In addition, our gross margins could be adversely impacted if raw materials, component
parts, sub-assemblies, finished goods, installation services and/or logistics provider's higher costs cannot be offset with timely pricing
increases to customers.
16
The disruptions to the global economy as a result of the war in Ukraine and other subsequent geopolitical events continue to impede
global supply chains, resulting in longer lead times and increased raw material costs. We have taken steps to minimize the impact of
these increased costs by working closely with our suppliers and customers. Despite the actions we have taken to minimize the impacts
of supply chain disruptions, there can be no assurances that unforeseen future events in the global supply chain and inflationary
pressures will not have a material adverse effect on our business, financial condition and results of operations.
An increase in energy or raw material prices may reduce the profitability of our customers, which ultimately could negatively affect
our business, financial condition, results of operations, and cash flows.
Energy prices are volatile globally, but are especially high in Europe, as a result of the war in the Ukraine. High energy prices have a
negative trickledown effect on our customers’ business operations by reducing their profitability because of increased operating costs.
Our customers require large amounts of energy to run their businesses and higher energy prices also increase food processors’
operating costs through increased energy and utility costs to run their plants, higher priced chemical and petroleum based raw
materials used in food processing, and higher fuel costs to run their logistics and service fleet vehicles.
Food processors are also affected by the cost and availability of raw materials such as feed grains, livestock, produce, and dairy
products. Increases in the cost and limitations in the availability of such raw materials can negatively affect the profitability of food
processors’ operations.
Any reduction in our customers’ profitability due to higher energy or raw material costs or otherwise may reduce their future
expenditures for the food processing equipment that we provide. This reduction may have a material adverse effect on our business,
financial condition, results of operations, and cash flows.
Changes in food consumption patterns due to dietary trends or economic conditions may adversely affect our business, financial
condition, results of operations, and cash flows.
Dietary trends can create demand for protein food products but negatively impact demand for high-carbohydrate foods, or create
demand for easy to prepare, transportable meals but negatively impact traditional canned food products. Because different food types
and food packaging can quickly go in and out of style as a function of dietary, health, convenience, or sustainability trends, food
processors can be challenged in accurately forecasting their needed manufacturing capacity and the related investment in equipment
and services. Rising food and other input costs, and recessionary fears may negatively impact our customer's ability to forecast
consumer demand for protein products or processed food products and as a result negatively impact our customer's demand for our
goods and services. A demand shift away from protein products or processed foods could have a material adverse effect on our
business, financial condition, results of operations, and cash flows.
Freezes, hurricanes, droughts, other natural disasters, adverse weather conditions, outbreak of animal borne diseases (H5N1,
BSE, or other virus strains affecting poultry or livestock), citrus tree diseases, or food borne illnesses or other food safety, or
quality concerns may negatively affect our business, financial condition, results of operations, and cash flows.
An outbreak or pandemic stemming from H5N1 (avian flu), BSE (mad cow disease), African swine fever (pork) or any other animal
related disease strains could reduce the availability of poultry or beef that is processed for the restaurant, food service, wholesale or
retail consumer. Any limitation on the availability of such raw materials could discourage food producers from making additional
capital investments in processing equipment, aftermarket products, parts, and services that we provide. Such a decrease in demand for
our products could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
The success of our business that serves the citrus food processing industry is directly related to the viability and health of citrus crops.
The citrus industries in Florida, Brazil, and other countries are facing increased pressure on their harvest productivity and citrus
bearing acreage due to citrus canker and greening diseases. These citrus tree diseases are often incurable once a tree has been infested
and the end result can be the destruction of the tree. Reduced amounts of available fruit for the processed or fresh food markets could
materially adversely affect our business, financial condition, results of operations, and cash flows.
In the event an E. coli or other food borne illness causes a recall of meat or produce, the companies supplying those fresh, further
processed or packaged forms of those products could be severely adversely affected. Any negative impact on the financial viability of
our fresh or processed food provider customers could adversely affect our immediate and recurring revenue base. We also face the risk
of direct exposure to liabilities associated with product recalls to the extent that our products are determined to have caused an issue
leading to a recall.
In the event a natural disaster negatively affects growers or farm production, the food processing industry may not have the fresh food
raw materials necessary to meet consumer demand. Crops or entire groves or fields can be severely damaged by a drought, flood,
17
freeze, or hurricane, wildfires or adverse weather conditions, including the effects of climate change. An extended drought or freeze or
a high category hurricane could permanently damage or destroy a tree crop area. If orchards have to be replanted, trees may not
produce viable product for several years. Since our recurring revenue is dependent on growers’ and farmers’ ability to provide high
quality crops to certain of our customers, our business, financial condition, results of operations, and cash flows could be materially
adversely impacted in the event of a freeze, hurricane, drought, or other natural disaster.
Customer sourcing initiatives may adversely affect our new equipment and aftermarket businesses.
Many multi-national companies, including our customers and prospective customers, have undertaken supply chain integration
initiatives to provide a sustainable competitive advantage against their competitors. Under continued price pressure from consumers,
wholesalers and retailers, our manufacturer customers are focused on controlling and reducing cost, enhancing their sourcing
processes, and improving their profitability.
A key value proposition of our equipment and services is low total cost of ownership. If our customers implement sourcing initiatives
that focus solely on immediate cost savings and not on total cost of ownership, our new equipment and aftermarket sales could be
adversely affected.
Our business could suffer in the event of a work stoppage by our unionized or non-union labor force.
Outside the United States, we enter into employment contracts and agreements in certain countries in which national employee work
councils are mandatory or customary, such as in Belgium, Sweden, Spain, Italy, the Netherlands, Germany and China.
Any future strikes, employee slowdowns, or similar actions by one or more work councils, in connection with labor contract
negotiations or otherwise, could have a material adverse effect on our ability to operate our business.
LEGAL AND REGULATORY RISKS
Disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business could
negatively affect our business, financial condition, and results of operations.
We operate manufacturing facilities in many countries other than the United States, the largest of which are located in Belgium,
Sweden, Brazil, Italy, Spain, United Kingdom, the Netherlands, Germany and South Africa. Our international sales accounted for 43%
of our 2023 revenue. Multiple factors relating to our international operations and to those particular countries in which we operate or
seek to expand our operations could have an adverse effect on our financial condition or results of operations. These factors include,
among others:
•
•
•
•
•
•
•
•
•
•
•
•
•
economic downturns, inflationary and recessionary markets, including in capital and equity markets;
civil unrest, political instability, terrorist attacks, and wars;
nationalization, expropriation, or seizure of assets;
potentially unfavorable tax law changes;
inability to repatriate income or capital;
foreign ownership restrictions;
export regulations that could erode profit margins or restrict exports, including import or export licensing regulations;
trade restrictions, tariffs, and other trade protection measures, or price controls;
restrictions on operations, trade practices, trade partners, and investment decisions resulting from domestic and foreign
laws and regulations;
compliance with the U.S. Foreign Corrupt Practices Act and other similar laws;
burden and cost of complying with different national and local laws, treaties, and technical standards and changes in
those regulations;
transportation delays and interruptions; and
reductions in the availability of qualified personnel.
18
Changes to trade regulation, quotas, duties or tariffs, caused by the changing U.S. and geopolitical environments or otherwise,
may increase our costs or limit the amount of raw materials and products that we can import, or may otherwise adversely impact
our business.
The U.S. government imposes the import duties or other restrictions on products or raw materials sourced from countries that it
perceives as engaging in unfair trade practices. For instance, since 2018, the U.S. government has imposed tariffs on steel and
aluminum imports and on specified imports from China. In response to these tariffs, several major U.S. trading partners have imposed,
or announced their intention to impose, tariffs on U.S. goods. We import raw materials from China and other such countries subject to
these tariffs. Any such duties or restrictions could have a material adverse effect on our business, results of operations or financial
condition.
Moreover, these tariffs, or other changes in U.S. trade policy, could trigger retaliatory actions by affected countries. A “trade war” of
this nature or other governmental action related to tariffs or international trade agreements or policies has the potential to adversely
impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof and, thus, to
adversely impact our businesses.
Climate change and climate change legislation or regulations may adversely affect our business, financial condition, results of
operations, and cash flows.
Increasing attention to climate change, increasing societal expectations on companies to address climate change and changes in
consumer preferences may result in increased costs, reduced demand for our products and the products of our customers, reduced
profits, risks associated with new regulatory requirements, risks to our reputation and the potential for increased litigation and
governmental investigations. Foreign, federal, state and local regulatory and legislative bodies have proposed various legislative and
regulatory measures relating to increased transparency and standardization of reporting related to factors that may be contributing to
climate change, regulating GHG emissions, and energy policies. If such legislation or regulations are enacted, we could incur
increased energy, environmental and other costs and we may need to make capital expenditures to comply with these legislative and
regulatory requirements. Failure to comply with these regulations could result in monetary penalties and could adversely affect our
business, financial condition, results of operations and cash flows. We could also face increased costs related to defending and
resolving legal claims related to climate change and the alleged impact of our operations on climate change.
Further, customer, investor, and employee expectations relating to environmental, social and governance (ESG) have been rapidly
evolving. Enhanced stakeholder focus on ESG issues related to our industry requires continuous monitoring of various and evolving
standards and expectations and the associated reporting requirements. A failure to adequately meet stakeholder expectations may
result in the loss of business, diluted market valuation, and an inability to attract and retain customers and employees.
From time to time, in alignment with our sustainability priorities, we may establish and publicly announce climate-related goals. If we
fail to achieve or improperly report on our progress toward achieving our sustainability goals and commitments, the resulting negative
publicity could adversely affect our reputation and our access to capital.
Environmental protection initiatives may negatively impact the profitability of our business.
Future environmental regulatory developments in the United States and abroad concerning environmental issues, such as climate
change, could adversely affect our operations and increase operating costs and, through their impact on our customers, reduce demand
for our products and services. Actions may be taken in the future by the U.S. government, state governments within the United States,
foreign governments, or by signatory countries through a new global climate change treaty to regulate the emission of greenhouse
gases. Pressures to reduce the footprint of carbon emissions may significantly impact the manufacturing sector. Manufacturing plants
are seeking means to reduce their heat-trapping emissions and minimize their energy and water usage. The precise nature of any such
future environmental regulatory requirements and their applicability to us and our customers are difficult to predict, but the impact to
us and the industries that we serve would likely be adverse and could be significant, including the potential for increased fuel costs,
carbon taxes or fees, a requirement to purchase carbon credits, and increased cost related to emission controls, energy use reduction,
and to develop alternative technologies with lower emissions.
Our operations and industries are subject to a variety of U.S. and international laws, which can change. We therefore face
uncertainties with regard to lawsuits, regulations, and other related matters.
In the normal course of business, we are subject to proceedings, lawsuits, claims, and other matters, including those that relate to the
environment, health and safety, employee benefits, import and export compliance, intellectual property, product liability, tax matters,
securities regulation, and regulatory compliance. For example, we are subject to changes in foreign laws and regulations that may
encourage or require us to hire local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a
particular non-U.S. jurisdiction. In addition, environmental laws and regulations affect the systems and services we design, market and
19
sell, as well as the facilities where we manufacture our systems. We are required to invest financial and managerial resources to
comply with environmental laws and regulations and anticipate that we will continue to be required to do so in the future.
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.
The U.S. Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act of 2010 (the "U.K. Bribery Act"), and similar anti-bribery
laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments for the purpose of
obtaining or retaining business. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world
that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with anti-bribery laws
may conflict with local customs and practices. Despite our training and compliance programs, there is no assurance that our internal
control policies and procedures will protect us from acts committed by our employees or agents. If we are found to be liable for FCPA,
the U.K. Bribery Act or other similar violations (either due to our own acts, or due to the acts of others), we could suffer from civil and
criminal penalties or other sanctions, which could have a material adverse impact on our business, financial condition, and results of
operations.
Unfavorable tax law changes and tax authority rulings may adversely affect results.
We are subject to income taxes in the United States and various foreign jurisdictions. Domestic and international tax liabilities are
subject to the allocation of income among various tax jurisdictions. Our effective tax rate could be adversely affected by changes in
the geographic mix of earnings. Additionally, changes in tax laws where we have significant operations, including rate changes or
corporate tax provisions that disallow or tax perceived base erosion or profit shifting payments or subject us to new types of tax, could
materially affect our effective tax rate and our deferred tax assets and liabilities.
Although we believe our tax estimates are reasonable, we are subject to audit by tax authorities and the final determination of audits
could be materially different from our historical tax provisions and accruals.
BUSINESS STRATEGY RISKS
We face risks associated with current and future acquisitions.
To achieve our strategic objectives, we have pursued and expect to continue to pursue expansion opportunities such as acquiring other
businesses or assets. Expanding through acquisitions involves risks such as:
•
•
•
•
•
•
•
•
•
•
the incurrence of additional debt to finance the acquisition or expansion;
additional liabilities (whether known or unknown), including, among others, product, environmental or pension liabilities
of the acquired business or assets;
risks and costs associated with integrating the acquired business or new operating facility into our operations;
a failure to retain and assimilate key employees of the acquired business or assets;
unanticipated demands on our management, operational resources and financial and internal control systems;
unanticipated regulatory risks;
the risk of being denied the necessary licenses, permits and approvals from state, local and foreign governments, and the
costs and time associated with obtaining such licenses, permits and approvals;
risks that we do not achieve anticipated operating efficiencies, synergies and economies of scale;
risks in retaining the existing customers and contracts of the acquired business or assets; and.
risk that unforeseen issues with an acquisition may adversely affect the anticipated results of the business or value of the
intangible assets and trigger an evaluation of the recoverability of the recorded goodwill and intangible assets for such
business.
If we are unable to effectively integrate acquired businesses or newly formed operations, or if such acquired businesses underperform
relative to our expectations, this may have a material adverse effect on our business, financial position, and results of operations.
20
We have invested substantial resources in certain markets and strategic initiatives where we expect growth, and our business may
suffer if we are unable to achieve the growth we expect.
As part of our strategy to grow, we are expanding our operations in certain emerging or developing markets, and accordingly have
made and expect to continue to make investments to support anticipated growth in those regions. We have also made substantial
investments in our digital solution, OmniBluTM, to support potential growth in parts and service revenue as well as the new revenue
source of digital software subscriptions. We may fail to realize expected rates of return on our existing investments or incur losses on
such investments, and we may be unable to redeploy capital to take advantage of other markets, business lines or other potential areas
of growth. Our results will also suffer if these developing markets, business lines or capabilities do not grow as quickly as we
anticipate.
Our restructuring initiatives may not achieve the expected cost reductions or other anticipated benefits.
We regularly evaluate our existing operations, service capacity, and business efficiencies to determine if a realignment or restructuring
could improve our results of operations or achieve some other business goal. Our realignment and restructuring initiatives are designed
to result in more efficient and increasingly profitable operations. Our ability to achieve the anticipated cost savings and other benefits
from these initiatives within the expected time frame is subject to many estimates and assumptions. These estimates and assumptions
are subject to significant economic, competitive, and other uncertainties, some of which are beyond our control. Failure to achieve the
expected cost reductions related to these restructuring initiatives could have a material adverse effect on our business and results of
operations.
The industries in which we operate expose us to potential liabilities arising out of the installation or use of our systems that could
negatively affect our business, financial condition, results of operations, and cash flows.
Our equipment, systems and services create potential exposure for us for personal injury, wrongful death, product liability,
commercial claims, product recalls, business interruption, production loss, property damage, pollution, and other environmental
damages. In the event that a customer who purchases our equipment becomes subject to claims relating to food borne illnesses or other
food safety or quality issues relating to food processed through the use of our equipment, we could be exposed to significant claims
from our customers. Although we have obtained business and related risk insurance, we cannot assure you that our insurance will be
adequate to cover all potential liabilities. Further, we cannot assure you that insurance will generally be available in the future or, if
available, that premiums to obtain such insurance will be commercially reasonable. If we incur substantial liability and damages
arising from such liability are not covered by insurance or are in excess of policy limits, or if we were to incur liability at a time when
we are not able to obtain liability insurance, our business, financial condition, results of operations, and cash flows could be materially
adversely affected.
TECHNOLOGY RISKS
To remain competitive, we need to rapidly and successfully develop and introduce complex new solutions in a global, competitive,
demanding, and changing environment.
If we lose our significant technology advantage in our products and services, our market share and growth could be materially
adversely affected. In addition, if we are unable to deliver products, features, and functionality as projected, we may be unable to meet
our commitments to customers, which could have a material adverse effect on our reputation and business. Significant investments in
research and development efforts that do not lead to successful products, features, and functionality, could also materially adversely
affect our business, financial condition, and results of operations.
In 2022, we launched a new subscription-based digital solution called OmniBlu™, which is a complex, evolving, and long-term
initiative that involves collaboration with our food-processing customers. There is some uncertainty in the pace and depth of market
acceptance of digital solutions in this industry. Our efforts in development and deployment of OmniBlu™ may also divert resources
and management attention from other areas of our business. We expect to continue making significant investments to support these
efforts, and our ability to support these efforts is dependent on generating sufficient profits from other areas of our business.
Our business, financial condition, results of operations, and cash flows could be materially adversely affected by competing
technology. Some of our competitors are large multinational companies that may have greater financial resources than us, and they
may be able to devote greater resources to research and development of new systems, services, and technologies than we are able to
do. Moreover, some of our competitors operate in narrow business areas, allowing them to concentrate their research and development
efforts more directly on products and services for those areas than we may be able to.
21
Our future growth is dependent on our ability to keep pace with the adoption of generative artificial intelligence and other machine
learning technologies to remain competitive.
Our industry is marked by rapid technological developments and innovations, such as the use of artificial intelligence and machine
learning, to conform to evolving industry standards. We may be required to make significant investments in artificial intelligence to
maintain our competitive position in the market. If we are unable to provide enhancements and new features and integrations for our
existing product portfolio, develop new products that achieve market acceptance, or innovate quickly enough to keep pace with these
rapid technological developments, our business could be harmed. Furthermore, the technical challenges associated with developing
this technology may be significant, leading to risk of equipment failures, customer disruptions, or vulnerabilities that could
compromise the integrity, security, or privacy of certain customer information. These failures could result in reputational damage,
legal liabilities, or loss in customer confidence.
High-capacity products or products with new technology may be more likely to experience reliability, quality, or operability
problems.
Even with rigorous testing prior to release and investment in product quality processes, problems may be found in newly developed or
enhanced products after such products are launched and shipped to customers. Resolution of such issues may cause project delays,
additional development costs, and deferred or lost revenue.
New products and enhancements of our existing products may also reduce demand for our existing products or could delay purchases
by customers who instead decide to wait for our new or enhanced products. Difficulties that arise in our managing the transition from
our older products to our new or enhanced products could result in additional costs and deferred or lost revenue.
We may need to make significant capital and operating expenditures to keep pace with technological developments in our industry.
The industries in which we participate are constantly undergoing development and change, and it is likely that new products,
equipment, and service methods will be introduced in the future. We may need to make significant expenditures to purchase new
equipment, develop digital solutions, and to train our employees to keep pace with any new technological developments and market.
These expenditures could adversely affect our results of operations and financial condition.
If we are unable to develop, preserve, and protect our intellectual property assets, our business, financial condition, results of
operations, and cash flows may be negatively affected.
We strive to protect and enhance our proprietary intellectual property rights through patent, copyright, trademark, and trade secret
laws, as well as through technological safeguards and operating policies and procedures. It may be costly and time consuming to
protect our intellectual property, and the steps we have taken to do so in the U.S. and foreign countries may not be adequate. To the
extent we are not successful, our business, financial condition, results of operations, and cash flows could be materially adversely
impacted. We may be unable to prevent third parties from using our technology without our authorization, or from independently
developing technology that is similar to ours, particularly in those countries where the laws do not protect our proprietary rights as
fully as in others. With respect to our pending patent applications, we may not be successful in securing patents for these claims, and
our competitors may already have applied for patents that, once issued, will prevail over our patent rights or otherwise limit our ability
to sell our products.
Claims by others that we infringe their intellectual property rights could harm our business, financial condition, results of
operations, and cash flows.
We have seen a trend towards aggressive enforcement of intellectual property rights as product functionality in our industry
increasingly overlaps and the number of issued patents continues to grow. As a result, there is a risk that we could be subject to
infringement claims which, regardless of their validity, could:
•
•
•
•
be expensive, time consuming, and divert management attention away from normal business operations;
require us to pay monetary damages or enter into non-standard royalty and licensing agreements;
require us to modify our product sales and development plans; or
require us to satisfy indemnification obligations to our customers.
These claims can be burdensome and costly to defend or settle and can harm our business and reputation.
22
RISKS RELATED TO OWNERSHIP OF OUR SECURITIES
The convertible note hedge and warrant transactions may negatively affect the value of the Notes and our common stock.
In connection with the pricing of our Convertible Senior Notes due 2026 (the "Notes"), we entered into convertible note hedge
transactions (the "Hedge Transactions") with the option counterparties. We also entered into warrant transactions with the option
counterparties. The Hedge Transactions are expected generally to reduce the potential dilution to our common stock upon any
conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as
the case may be. However, the warrant transactions could separately have a dilutive effect on our common stock to the extent that the
market price per share of our common stock exceeds the strike price of the warrants.
The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various
derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary
market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do in connection with
any conversion of the Notes or redemption or repurchase of the Notes). This activity could also cause or avoid an increase or a
decrease in the market price of our common stock or the Notes, which could affect the Note holders' ability to convert the Notes and,
to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of shares
and value of the consideration that Note holders will receive upon conversion of the Notes.
We are subject to counterparty risk with respect to the convertible note hedge transactions.
The option counterparties are financial institutions, and we are subject to the risk that any or all of them might default under the Hedge
Transactions. Our exposure to the credit risk of the option counterparties is not secured by any collateral.
If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with
a claim equal to our exposure at that time under the Hedge Transactions with such option counterparty. Our exposure will depend on
many factors but, generally, an increase in our exposure will be correlated to an increase in the market price and in the volatility of our
common stock. In addition, upon a default by an option counterparty, we may suffer adverse tax consequences and more dilution than
we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the
option counterparties.
Conversion of the Notes or exercise of the warrants evidenced by the warrant transactions may dilute the ownership interest of
existing stockholders.
At our election, we may settle the Notes tendered for conversion entirely or partly in shares of our common stock. Furthermore, the
warrants evidenced by the warrant transactions are expected to be settled on a net-share basis. As a result, the conversion of some or
all of the Notes or the exercise of some or all of such warrants may dilute the ownership interests of existing stockholders. Any sales
in the public market of the common stock issuable upon such conversion of the Notes or such exercise of the warrants could adversely
affect prevailing market prices of our common stock and, in turn, the price of the Notes. In addition, the existence of the Notes may
encourage short selling by market participants because the conversion of the Notes could depress the price of our common stock.
GENERAL RISKS
Fluctuations in currency exchange rates could negatively affect our business, financial condition, and results of operations.
A significant portion of our revenue and expenses are realized in foreign currencies. As a result, changes in exchange rates will result
in increases or decreases in our costs and earnings and may adversely affect our Consolidated Financial Statements, which are stated
in U.S. dollars. Although we may seek to minimize currency exchange risk by engaging in hedging transactions where we deem
appropriate, we cannot be assured that our efforts will be successful. Currency fluctuations may also result in our systems and services
becoming more expensive and less competitive than those of other suppliers in the foreign countries in which we sell our systems and
services.
23
Terrorist attacks and threats, escalation of military activity in response to such attacks, acts of war, or outbreak of pandemic
diseases may negatively affect our business, financial condition, results of operations, and cash flows.
Any future terrorist attacks against U.S. targets, rumors or threats of war, actual conflicts involving the United States or its allies, or
military or trade disruptions affecting our customers or the economy as a whole may materially adversely affect our operations or
those of our customers. Strategic targets such as those relating to transportation and food processing may be at greater risk of future
terrorist attacks than other targets in the United States. Furthermore, outbreaks of pandemic diseases, such as COVID-19, or the fear of
such events, could provoke responses, including government-imposed travel restrictions and extended shutdown of certain businesses,
customers, and/or supply chain disruptions in affected regions. As a result, there could be delays or losses in transportation and
deliveries to our customers, decreased sales of our products, and delays in payments by our customers. A decline in these customers’
businesses could have a negative impact on their demand for our products. It is possible that any of these occurrences, or a
combination of them, could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Our existing financing agreements include restrictive and financial covenants.
Certain of our loan agreements require us to comply with various restrictive covenants and some contain financial covenants that
require us to comply with specified financial ratios and tests. Our failure to meet these covenants could result in default under these
loan agreements and would result in a cross-default under other loan agreements. In the event of a default and our inability to obtain a
waiver of the default, all amounts outstanding under loan agreements could be declared immediately due and payable. Our failure to
comply with these covenants could adversely affect our results of operations and financial condition.
Fluctuations in interest rates could adversely affect our results of operations and financial position.
Our profitability may be adversely affected during any periods of unexpected or rapid increases in interest rates on our variable rate
debt. A significant increase in interest rates may significantly increase our cost of borrowings and reduce the availability and increase
the cost of obtaining new debt and refinancing existing indebtedness. For additional detail related to this risk, see Part II, Item 7A,
"Quantitative and Qualitative Disclosure About Market Risk."
Significant changes in actual investment return on pension assets, discount rates, and other factors could affect our results of
operations, equity, and pension contributions in future periods.
Our results of operations may be positively or negatively affected by the amount of income or expense we record for our defined
benefit pension plans. U.S. generally accepted accounting principles ("GAAP") require that we calculate income or expense for the
plans using actuarial valuations. These valuations reflect assumptions about financial market and other economic conditions, which
may change based on changes in key economic indicators. The most significant year-end assumptions we use to estimate pension
income or expense are the discount rate and the expected long-term rate of return on plans assets. In addition, we are required to make
an annual measurement of plan assets and liabilities, which may result in a significant change to equity through a reduction or increase
to accumulated other comprehensive income. For a discussion regarding how our financial statements can be affected by pension plan
accounting policies, see Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -
Critical Accounting Estimates – Defined Benefit Pension and Other Post-retirement Plans and Note 10. Pension and Post-Retirement
and Other Benefit Plans of the Notes to Consolidated Financial Statements in Part II, Item 8. Financial Statements and Supplementary
Data of this Annual Report on Form 10-K. Although GAAP expense and pension funding contributions are not directly related, key
economic factors that affect GAAP expense would also likely affect the amount of cash we would contribute to pension plans as
required under the Employee Retirement Income Security Act.
As a result of our acquisition activity, our goodwill and intangible assets have increased significantly in recent years, and we may
in the future incur impairments to goodwill or intangible assets.
When we acquire a business, a substantial portion of the purchase price of the acquisition is allocated to goodwill and other
identifiable intangible assets. The amount of the purchase price which is allocated to goodwill is determined by the excess of the
purchase price over the net identifiable assets acquired. Our balance sheet includes a significant amount of goodwill and other
intangible assets, which represents approximately 43% of our total assets as of December 31, 2023. In accordance with Accounting
Standards Codification 350 Intangibles-Goodwill and Other, our goodwill and other intangibles are reviewed for impairment annually
and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Our valuation
methodology for assessing impairment requires management to make judgments and assumptions based on historical experience and
to rely heavily on projections of future operating performance. Because we operate in highly competitive environments, projections of
our future operating results and cash flows may vary significantly from our actual results. If our estimates or the underlying
assumptions change in the future, we may be required to record impairment charges. Any such charge could have a material adverse
effect on our reported net income.
24
As a publicly traded company, we incur regulatory costs that reduce profitability.
As a publicly traded corporation, we incur certain costs to comply with regulatory requirements of the NYSE and of the federal
securities laws. If regulatory requirements were to become more stringent or if accounting or other controls thought to be effective
later fail, we may be forced to make additional expenditures, the amounts of which could be material. Many of our competitors are
privately owned, so our accounting and control costs can be a competitive disadvantage.
Our share repurchase program could increase the volatility of the price of our common stock.
On December 1, 2021, the Board authorized a share repurchase program for up to $30 million of common stock beginning on
January 1, 2022, and continuing through December 31, 2024. We intend to fund repurchases through cash flows generated by our
operations. The amount and timing of share repurchases are based on a variety of factors. Important factors that could cause us to
limit, suspend or delay our stock repurchases include unfavorable market conditions, the trading price of our common stock, the
nature of other investment opportunities presented to us from time to time, the ability to obtain financing at attractive rates, the
availability of U.S. cash and restrictions imposed by U.S. securities regulations. Repurchases of our shares will reduce the number
of outstanding shares of our common stock and might incrementally increase the potential for volatility in our common stock by
reducing the potential volumes at which our common stock may trade in the public market.
Our actual operating results may differ significantly from our guidance.
We regularly release guidance regarding our future performance that represents management’s estimates as of the date of release.
This guidance, which consists of forward-looking statements, is qualified by, and subject to, the assumptions and the other
information contained or referred to in the release or report in which guidance is given. Our guidance is not prepared with a view
toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our
independent registered public accounting firm nor any other independent expert or outside party compiles or examines the
guidance and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.
Guidance is based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently
subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control
and are based upon specific assumptions with respect to future business decisions, some of which will change. We generally state
possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not
intended to represent that actual results could not fall outside of the suggested ranges. The principal reason that we release this data
is to provide a basis for management to discuss our business outlook with analysts and investors. We do not accept any
responsibility for any projections or reports published by any such persons.
Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions of the guidance furnished
by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what
management believes is realizable as of the date of release. Actual results may vary from the guidance and the variations may be
material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future that
the data are forecast. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on
it.
Our corporate governance documents and Delaware law may delay or discourage takeovers and business combinations that our
stockholders might consider in their best interests.
Provisions in our certificate of incorporation and by-laws may make it difficult and expensive for a third-party to pursue a tender offer,
change-in-control, or takeover attempt that is opposed by our management and Board of Directors. These provisions include, among
others:
•
•
•
•
•
A Board of Directors that is divided into three classes with staggered terms (although this three-class board structure is
being eliminated over the next two years as a result of an approved proposal at our 2023 Annual Meeting of
Stockholders);
Limitations on the right of stockholders to remove directors;
The right of our Board of Directors to issue preferred stock without stockholder approval;
The inability of our stockholders to act by written consent; and
Rules and procedures regarding how stockholders may present proposals or nominate directors at stockholders' meetings.
Public stockholders who might desire to participate in this type of transaction may not have an opportunity to do so. These anti-
takeover provisions could substantially impede the ability of public stockholders to benefit from a change-in-control or a change in our
management or Board of Directors and, as a result, may adversely affect the marketability and market price of our common stock.
25
Our indebtedness and liabilities could limit the cash flow available for our operations and we may not be able to generate sufficient
cash to service all of our indebtedness. We may be forced to take certain actions to satisfy our obligations under our indebtedness
or we may experience a financial failure.
Our ability to make scheduled payments on or to refinance our debt obligations, including the Notes, will depend on our financial and
operating performance. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced
to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our indebtedness,
including the Notes. We may not be able to take any of these actions, these actions may not be successful and permit us to meet our
scheduled debt service obligations and these actions may not be permitted under the terms of our future debt agreements. In the
absence of sufficient operating results and resources, we could face substantial liquidity problems and might be required to dispose of
material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or
obtain sufficient proceeds from those dispositions to meet our debt service and other obligations then due. Our current and future
indebtedness could have negative consequences for our business, results of operations and financial condition by, among other things:
•
•
•
•
•
•
increasing our vulnerability to adverse economic and industry conditions;
limiting our ability to obtain additional financing;
requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will
reduce the amount of cash available for other purposes;
limiting our flexibility to plan for, or react to, changes in our business;
diluting the interests of our existing stockholders as a result of issuing shares of our common stock upon conversion of
the Notes; and
placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to
capital.
In addition, our credit facility contains, and any future indebtedness that we may incur may contain, restrictive covenants that limit our
ability to operate our business, raise capital or make payments under our other indebtedness. If we fail to comply with these covenants
or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn,
result in that and our other indebtedness becoming immediately payable in full.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 1C.
CYBERSECURITY
We maintain a comprehensive technology and cybersecurity program to ensure our systems are effective and prepared for information
security risks, including regular oversight of our programs for security monitoring for internal and external threats to ensure the
confidentiality, integrity, and availability of our information assets. We regularly perform evaluations and testing of our security
program, information technology infrastructure, information security management systems, and third-party service providers we use in
our operations.
Our cybersecurity program is led by our Chief Information Security Officer (the "CISO"), a Certified Information Systems Security
Manager with over 10 years of related experience, including oversight over any third-party service providers used in connection with
our cybersecurity program. Our cybersecurity program includes the implementation of controls aligned with best practices in
cybersecurity and applicable statutes and regulations to identify threats, detect attacks, and protect our information assets. We use
preventative and detective tools and utilities that provide alerts of vulnerabilities and missing patches for our systems. We have
implemented security monitoring capabilities designed to alert us to suspicious activity and have developed an incident response
program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event
of a breach. In addition, our employees participate in an ongoing program of mandatory annual training and receive frequent
communications regarding the cybersecurity environment to increase awareness throughout the company. We have also implemented
an annual training program for specific specialized employee populations, including secure coding training. Notwithstanding the
extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could
have a material adverse effect on us.
26
We have established a Cybersecurity Steering Committee comprised of key leaders across the Company whose responsibilities include
oversight of technology, security, and reporting functions. The objective of the Cyber Security Steering Committee is to set policies
and procedures for the Company in relation to cyber events, including the Company's response protocols and disclosure requirements
upon occurrence of any cyber event that is considered material to the Company.
The Audit Committee reviews cybersecurity information technology risks in connection with its oversight of our enterprise risk
management system, and reports to the Board on enterprise risk management matters on a quarterly basis. If a cybersecurity event is
identified by the CISO, management and the Cyber Security Steering Committee report any material security instances to the Audit
Committee and the Board as they occur. Additionally, our CISO meets regularly with our senior management team and the Board of
Directors or the Audit Committee to brief them on technology and information security matters, including cybersecurity risk related
matters.
We carry insurance that provides protection that may reduce the potential losses arising from a cybersecurity incident. Past
cybersecurity incidents have not materially affected the Company, including our business strategy, results of operations or financial
condition.
27
ITEM 2.
PROPERTIES
We lease commercial office space for our corporate headquarters totaling approximately 24,000 square feet in Chicago, Illinois. We
believe that our properties and facilities meet our current operating requirements and are in good operating condition. We believe that
each of our significant manufacturing facilities is operating at a level consistent with the industries in which we operate. The following
are significant production facilities for our operations:
LOCATION
United States:
Madera, California
Lakeland, Florida
Sandusky, Ohio
Apex, North Carolina
Columbus, Ohio
Eastlake, Ohio
Kingston, New York
Stratford, Wisconsin
Middletown, Ohio
Chalfont, Pennsylvania
Alpharetta, Georgia
Russellville, Arkansas
Riverside, California
International:
Sint Niklaas, Belgium
Helsingborg, Sweden
Werther, Germany
Araraquara, Brazil
Adlington, England
Amsterdam, The Netherlands
Livingston, Scotland
Parma, Italy
Navarra, Spain
Glinde, Germany
SQUARE FEET
(approximate)
LEASED OR
OWNED
271,000
200,000
140,000
134,200
115,000
106,000
98,000
80,800
73,000
67,000
65,000
65,000
50,000
289,000
228,000
164,000
128,000
97,000
96,000
87,000
62,000
58,500
55,000
Owned
Owned
Owned
Owned/Leased
Leased
Leased
Owned
Owned
Leased
Leased
Leased
Owned
Leased
Owned
Owned/Leased
Owned
Owned
Owned
Leased
Owned
Owned
Owned
Leased
28
ITEM 3.
LEGAL PROCEEDINGS
We are involved in legal proceedings arising in the ordinary course of business. Although the results of litigation cannot be predicted
with certainty, we do not believe that the resolution of the proceedings that we are involved in, either individually or taken as a whole,
will have a material adverse effect on our business, results of operations, cash flows or financial condition.
In the normal course of our business, we are at times subject to pending and threatened legal actions, some for which the relief or
damages sought may be substantial. Although we are 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 results of operations or financial position of our
Company. However, it is possible that the ultimate resolution of such matters, if unfavorable, may be material to the 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.
29
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
30
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
The Company's common stock is listed on the New York Stock Exchange under the symbol JBT. As of February 16, 2024, there were
1,159 holders of record of our common stock.
The following graph shows the cumulative total return of an investment of $100 (and reinvestment of any dividends thereafter) on
December 31, 2018 in: (i) the Company's common stock, (ii) the S&P Smallcap 600 Stock Index and (iii) the S&P 1500 Industrial
Machinery index. These indices are included for comparative purposes only and do not necessarily reflect management’s opinion that
such indices are an appropriate measure of the relative performance of the stock involved, and are not intended to forecast or be
indicative of possible future performance of the common stock.
31
Issuer Purchases of Equity Securities
The following table includes information about the Company’s stock repurchases during the three months ended December 31, 2023
based on the settlement dates of each share repurchase:
(Dollars in millions, except per share amounts)
Period
October 1, 2023 through October 31, 2023
November 1, 2023 through November 30, 2023
December 1, 2023 through December 31, 2023
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
19,757 $
30,235
—
49,992 $
102.82
102.35
—
102.54
19,757 $
30,235
—
49,992 $
20.3
17.2
17.2
17.2
(1)
Shares that may be repurchased under a share repurchase program for up to $30 million of common stock that was authorized
by the Board of Directors on December 1, 2021 and is set to expire on December 31, 2024. Shares may be purchased from
time to time in open market transactions, subject to market conditions. Repurchased shares become treasury shares, which are
accounted for using the cost method and are intended to be used for future awards under the Incentive Compensation Plan.
32
ITEM 6.
[RESERVED]
33
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Executive Overview
We are a leading global technology solutions provider to high-value segments of the food and beverage industry. We design, produce,
and service sophisticated products and systems for multi-national and regional customers.
In early 2022, we announced our Elevate 2.0 strategy that capitalizes on favorable trends, as well as our leadership position, in the
food and beverage processing industry. This strategy is based on a four-pronged approach to deliver continued growth and margin
expansion.
•
•
Organic Growth. Our broad application knowledge, engineering expertise, and global sales and service allow us to work
alongside our customers to develop critical products and solutions across a diverse set of food & beverage end markets.
JBT is benefiting from strong commercial and market trends, which create meaningful opportunities for continued new
product innovation and R&D in support of our customers' needs. Additionally, our cross-selling abilities, investment
opportunities in developing geographies, and aftermarket capabilities provide meaningful growth opportunities for us
globally.
Digital Transformation. We continue to invest in our digital solution, OmniBlu™, a customer-centric platform that
delivers improved access to inventory and service, advanced functionality, and measurable results for customers, while
also expanding JBT's recurring revenue from aftermarket parts and services.
• Margin Enhancement. We see opportunities to improve our operating margins by 200 basis points or more in the
medium-term, primarily through supply chain and strategic sourcing initiatives. Key areas of focus include supply base
consolidation, make versus buy decisions, value engineering and component standardization, and best cost country
sourcing.
•
Acquisitions. We are also continuing our strategic acquisition program focused on companies that add complementary
products and technology solutions, which enable us to offer more comprehensive solutions to customers and meet our
economic criteria for returns and synergies.
On August 1, 2023, we completed the sale of the AeroTech business segment ("AeroTech"). This sale was completed pursuant to the
Stock and Asset Purchase Agreement, dated May 26, 2023, to sell AeroTech to Oshkosh Corporation. This divestiture supports the
Company's strategy to become a pure-play food and beverage solutions provider. For additional information, refer to Note 2.
Discontinued Operations of the Notes to the Consolidated Financial Statements.
We operate under the JBT Business 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 equipment and technologies continue to deliver quality
performance while striving to minimize food waste, extend food product life, support customer sustainability objectives, and
maximize efficiency in order to create shared value for our food and beverage customers. While the majority of our impact lies within
the solutions offered to our customers, our commitment to environmental responsibility extends to our own operations. We strive for
our own facilities to operate efficiently and safely, much like the solutions we provide to our customers. 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.
34
Business Conditions and Outlook
Our operational performance was strong in 2023 despite a mixed commercial environment. We experienced healthy equipment
demand across diverse end markets, including beverages, warehouse automation, and pharmaceuticals and nutraceuticals. Meanwhile,
this was offset by the impact of higher interest rates and market dynamics in the poultry industry which affected customers'
investment. Our aftermarket parts and service model remained resilient with year-over-year growth in recurring revenue.
Our operating margins improved meaningfully compared to 2022, driven by improved price-cost realizations, restructuring program
savings, and strategic sourcing initiatives.
Looking ahead, we expect the demand environment to improve in 2024 as interest rates decline, poultry market dynamics continue to
improve as well as benefit from our organic growth initiatives. Additionally, we expect our margins to continue to increase as we
realize benefits from our continuous improvement efforts, restructuring program savings, and strategic sourcing initiatives.
Components of Results of Operations
Revenue
We derive our revenue from sales or operating leases of equipment as well as sales of related aftermarket goods and services and
software. Revenue from equipment and software licenses is considered as non-recurring, whereas revenue from aftermarket goods and
services, re-build service for customer-owned equipment, operating lease of equipment, and subscription-based software applications
is considered as recurring.
Cost of Sales
Cost of sales are costs that are directly related to the procurement and manufacturing of equipment and parts sold, services provided,
and other direct costs incurred to fulfill contracts with customers. Costs include direct costs, such as labor and raw materials and
indirect costs such as manufacturing overhead and amortization of capitalized software to be sold, and patents and acquired
technology intangible assets.
Selling, General and Administrative
Selling expense primarily consists of employee-related expenses for sales, marketing and public relations employees. Selling expense
also includes trade show, market research, advertising and other related external marketing expense as well as office and software
related costs to support sales.
General and administrative expense consists of employee-related expenses, stock based compensation and other expenses that support
finance, human resource, legal, and internal-use information technology functions at our business units and our corporate offices.
General and administrative expense incurred at our corporate offices, including the impact of unusual or strategic events not
representative of operations, as well as stock based compensation for all employees are considered as our corporate expenses.
Restructuring expense
Restructuring expense consists of costs from our 2022/2023 Restructuring Plan. For additional financial information about
restructuring, refer to Note 20. Restructuring of the Notes to the Consolidated Financial Statements.
Pension expense, other than service costs
Pension expense, other than service costs are related to our domestic and foreign defined benefit pension and other post-employment
benefit plans.
Interest income
Interest income consists of interest earned on our cash equivalents and short-term marketable securities.
Interest expense
Interest expense consists of interest expense on our outstanding debt obligations including amortization of debt discounts and offering
costs.
35
Results of Continuing Operations
A discussion of our results of operations for 2023 compared to 2022 is set forth below.
CONSOLIDATED RESULTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2023 AND 2022
(In millions)
Revenue
Cost of sales
Gross profit
Gross Profit %
Selling, general and administrative expense
Restructuring expense
Operating income
Pension expense (income), other than service cost
Interest income
Interest expense
Net income before income taxes
Income tax provision
Equity in net earnings of unconsolidated affiliate
Income from continuing operations
Income from discontinued operations, net of taxes
Net income
Adjusted EBITDA from continuing operations(1)
Adjusted EBITDA % from continuing operations(1)
Year Ended December 31,
Favorable / (Unfavorable)
$
2023
1,664.4
1,078.7
$
2022
1,590.3
1,060.9
$
585.7
35.2 %
409.6
11.4
164.7
0.7
13.4
24.3
153.1
23.5
(0.3)
129.3
453.3
582.6
273.1
16.4 %
$
$
529.4
33.3 %
389.7
7.1
132.6
—
3.7
16.3
120.0
16.2
—
103.8
33.6
137.4
227.7
14.3 %
$
$
$
$
Change
Change %
74.1
(17.8)
56.3
190 bps
(19.9)
(4.3)
32.1
(0.7)
9.7
(8.0)
33.1
(7.3)
(0.3)
25.5
419.7
445.2
45.4
210 bps
4.7 %
(1.7) %
10.6 %
(5.1) %
(60.6) %
24.2 %
(100.0) %
262.2 %
(49.1) %
27.6 %
(45.1) %
(100.0) %
24.6 %
1,249.1 %
324.0 %
19.9 %
(1)The key measures reviewed by the CODM to evaluate our performance are most notably Adjusted EBITDA from continuing operations and Adjusted EBITDA %
from continuing operations. For additional information, refer to the 'Reconciliation of Non-GAAP Measures' section below.
2023 Compared With 2022
Revenue
Total revenue in 2023 increased $74.1 million or 4.7% compared to 2022. Acquisitions provided additional revenue of $76.8 million,
organic revenue grew by $4.7 million, and foreign currency translation was unfavorable by $7.4 million compared to the prior year.
Growth in organic revenue was the result of higher pricing as well as an increase in volume for recurring revenue, partially offset by a
decrease in volume for non-recurring revenue.
Gross Profit and Gross Profit Margin
Gross profit margin increased 190 bps to 35.2% compared to 33.3% in 2022. The increase was driven primarily by higher pricing,
savings from our restructuring plan, and favorable mix of higher recurring revenue, partially offset by the lost leverage of fixed costs
from lower equipment volume year over year.
Selling, general and administrative expense
Selling, general and administrative expense increased $19.9 million from prior year, and as a percent of revenue increased by 10 bps to
24.6% compared to 24.5% in 2022. The increase in Selling, general and administrative expense is the result of higher incentive
compensation expense accruals and higher relative expenses from recently acquired companies, including higher amortization costs of
acquired intangible assets, as well as higher costs related to the implementation of the OmniBluTM platform. The increase was partially
offset by a decrease in M&A related costs.
36
Interest income
Interest income increased $9.7 million compared to 2022. This increase is due to higher interest income on cash on hand from the sale
proceeds of AeroTech.
Interest expense
Interest expense increased $8.0 million compared to 2022. This increase was primarily due to higher interest rates as well as a higher
average debt balance to fund the acquisitions we made in the third quarter of 2022.
Income tax provision
The Company's tax rate from continuing operations was 15.3% for the year ended December 31, 2023 compared to 13.5% in 2022.
The tax rate for the year ended December 31, 2023 was favorably impacted by discrete items totaling $9.5 million, primarily driven by
a benefit related to the disposition of a subsidiary which generated a capital loss that was partially allocated to continuing operations.
The tax rate for the year ended December 31, 2022 was favorably impacted by discrete items totaling $8.9 million, primarily driven by
benefits from stock based compensation, the UK patent box regime, and Brazilian tax litigation.
Income from continuing operations and Adjusted EBITDA
Income from continuing operations for the year ended December 31, 2023 increased to $129.3 million compared to $103.8 million in
2022, representing an increase of $25.5 million. Adjusted EBITDA was $273.1 million for the year ended December 31, 2023
compared to $227.7 million in 2022, representing an increase of $45.4 million. The increase in Adjusted EBITDA was primarily
driven by a higher gross profit partially offset by a higher selling, general and administrative expense, excluding the impacts of our
depreciation, amortization, and acquisition, and integration costs.
Income from discontinued operations
For the years ended December 31, 2023 and 2022, we recognized income from discontinued operations, net of income taxes, of $453.3
million and $33.6 million, respectively. Discontinued operations consists of the results of operations of the AeroTech business, as well
as the gain on the sale of AeroTech of $443.7 million, net of tax, that was completed during the third quarter of 2023.
37
A discussion of our results of operations for 2022 compared to 2021 is set forth below.
CONSOLIDATED RESULTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2022 AND 2021
(In millions)
Revenue
Cost of sales
Gross profit
Gross Profit %
Selling, general and administrative expense
Restructuring expense
Operating income
Pension expense (income), other than service cost
Interest income
Interest expense
Net income before income taxes
Income tax provision
Income from continuing operations
Income from discontinued operations, net of taxes
Net income
Adjusted EBITDA from continuing operations(1)
Adjusted EBITDA % from continuing operations(1)
$
$
Year Ended December 31,
Favorable / (Unfavorable)
2022
2021
Change
Change %
$
1,590.3
$
1,400.8
$
1,060.9
529.4
33.3 %
389.7
7.1
132.6
—
3.7
16.3
120.0
16.2
103.8
33.6
918.7
482.1
34.4 %
351.4
5.1
125.6
(1.3)
3.8
11.2
119.5
27.0
92.5
26.6
137.4
$
119.1
$
189.5
(142.2)
47.3
-110 bps
(38.3)
(2.0)
7.0
(1.3)
(0.1)
(5.1)
0.5
10.8
11.3
7.0
18.3
227.7
$
212.2
$
14.3 %
15.1 %
15.5
-80 bps
13.5 %
(15.5) %
9.8 %
(10.9) %
(39.2) %
5.6 %
(100.0) %
(2.6) %
(45.5) %
0.4 %
40.0 %
12.2 %
26.3 %
15.4 %
7.3 %
(1)The key measures reviewed by the CODM to evaluate our performance are most notably Adjusted EBITDA from continuing operations and Adjusted EBITDA %
from continuing operations. For additional information, refer to the 'Reconciliation of Non-GAAP Measures' section below.
2022 Compared With 2021
Revenue
Total revenue in 2022 increased $189.5 million or 13.5% compared to 2021. Organic revenue grew $171.8 million in the period and
acquisitions provided additional revenue of $93.5 million, partially offset by unfavorable currency translation of $75.8 million
compared to the prior year. The growth from organic revenue was the result of increases in sales volume for both recurring and non-
recurring revenues.
Gross Profit and Gross Profit Margin
Gross profit margin decreased 110 bps to 33.3% in 2022 compared to 34.4% for the year ended December 31, 2021. The decrease was
primarily due to supply chain disruptions and pressures resulting in inefficiencies that drove increases in material, freight, and labor
costs as well as due to a higher mix of organic revenue growth from lower-margin non-recurring revenue compared to recurring
revenue.
Selling, general and administrative expense
Selling, general and administrative expense increased $38.3 million from prior year, and as a percent of revenue increased by 60 bps to
24.5% compared to 25.1% in 2021. The increase in Selling, general and administrative expense was the result of higher relative
expenses from recently acquired companies, including higher amortization costs of acquired intangible assets, as well as the costs
related to the implementation of the OmniBluTM platform.
Interest expense
Interest expense increased $5.1 million compared to 2021. The increase was primarily due to higher interest rates as well as a higher
average debt balance used to fund the acquisitions in the third quarter of 2022.
38
Income tax provision
The Company's tax rate from continuing operations was 13.5% for the year ended December 31, 2022 compared to 22.6% for 2021.
The tax rate for the year ended December 31, 2022 was favorably impacted by discrete items totaling $8.9 million, primarily driven by
benefits from stock based compensation, the UK patent box regime, and Brazilian tax litigation.
Income from continuing operations and Adjusted EBITDA
Income from continuing operations for the year ended December 31, 2022 increased to $103.8 million compared to $92.5 million in
2021, representing an increase of $11.3 million. Adjusted EBITDA was $227.7 million for the year ended December 31, 2022
compared to $212.2 million in 2021, representing an increase of $15.5 million. The increase in Adjusted EBITDA was primarily
driven by a higher gross profit partially offset by a higher selling, general and administrative expense, excluding the impacts of our
depreciation, amortization, and acquisition, and integration costs.
Income from discontinued operations
For the years ended December 31, 2022 and 2021, we recognized income from discontinued operations, net of income taxes, of $33.6
million and $26.6 million, respectively.
39
Reconciliation of Non-GAAP Measures
The key measures reviewed by the CODM for allocating resources and evaluating financial performance of our ongoing operations are
most notably Adjusted EBITDA from continuing operations and Adjusted EBITDA margin from continuing operations. These non-
GAAP financial measures adjust for certain amounts that are otherwise included or excluded from a measure calculated under US
GAAP. By adjusting for 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. We also believe that these non-
GAAP measures are useful to investors as a way to evaluate and compare our operating performance against peers in the Company's
industry. The adjustments generally fall within the following categories: restructuring related costs, M&A related costs, pension-
related costs, constant currency adjustments and other major items affecting comparability of our ongoing operating results. The
definition of Adjusted EBITDA used here may differ from that used by other companies.
The following table presents a reconciliation of the Company's reported Income from continuing operations to Adjusted EBITDA.
(In millions)
Income from continuing operations
Income tax provision
Interest expense, net
Depreciation and amortization
EBITDA from continuing operations
Restructuring related costs (1)
Pension expense (income), other than service cost (2)
M&A related costs (3)
Year Ended December 31,
2023
2022
2021
$
129.3 $
103.8 $
23.5
10.9
91.3
255.0
11.4
0.7
6.0
16.2
12.6
76.2
208.8
7.3
—
11.6
92.5
27.0
7.4
72.1
199.0
5.3
(1.3)
9.2
Adjusted EBITDA from continuing operations
$
273.1 $
227.7 $
212.2
(1) Costs incurred as a direct result of the restructuring program are excluded because they are not part of the ongoing operations of our underlying business.
(2) Pension expense (income), other than service cost is excluded as it represents all non service-related pension expense, which consists of non-cash interest cost,
expected return on plan assets and amortization of actuarial gains and losses.
(3) M&A related costs include integration costs, 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 are excluded as they are not part of the ongoing operations of our underlying business.
We also present certain financial information on a constant currency basis to 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. 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.
40
Restructuring
In the third quarter of 2020, the Company implemented a restructuring plan ("2020 restructuring plan") for manufacturing capacity
rationalization across the Company. The Company completed the 2020 restructuring plan as of June 30, 2022 and total cost in
connection with the 2020 restructuring plan was $11.0 million.
In the third quarter of 2022, the Company implemented a restructuring plan (the "2022/2023 restructuring plan") to optimize our
overall cost structure on a global basis. The initiatives under this plan include streamlining operations and our general and
administrative infrastructure. As of December 31, 2023, the Company recognized restructuring charges of $16.8 million, net of a
cumulative release of the related liability of $6.5 million. The total estimated cost, net of releases was revised in the second quarter
from $8.0 million to $10.0 million to a range of $16.0 million to $18.0 million, which was originally expected to be recognized by the
end of 2023. During the quarter we have refined our range to $17.0 million to $18.0 million and now expect the full amount to be
recognized by the first quarter of 2024. These changes are due to additional actions being taken, as well as delays in certain actions
that support our streamlining operations under this plan.
The following table details the cumulative amount of annualized savings and incremental savings for the 2022/2023 restructuring plan:
(In millions)
Cost of sales
Selling, general and administrative
Total restructuring savings
Cumulative
Amount
As of
December 31,
2022
Incremental
Amount
During the
year ended
December 31,
2023
Cumulative
Amount
As of
December 31,
2023
$
$
0.1 $
0.1
0.2 $
4.8 $
6.1
10.9 $
4.9
6.2
11.1
Cumulative savings for the 2022/2023 restructuring plan were revised in the second quarter from the range of $9.0 million to
$12.0 million to a range of $18.0 million to $20.0 million to reflect the impact of additional actions being taken to streamline
operations. Full year 2023 savings were revised in the second quarter from $5.0 million to $6.0 million to a range of $9.0 million to
$10.0 million, which was below our actual savings for 2023 due to timing of the expected benefits. The remainder of the savings will
be realized in 2024.
For additional financial information about restructuring, refer to Note 20. Restructuring of the Notes to Consolidated Financial
Statements.
Inbound Orders and Order Backlog
Inbound orders represent the estimated sales value of confirmed customer orders received during the year. Inbound orders from
continuing operations during the years ended December 31, 2023 and 2022 were $1,667.5 million and $1,587.4 million, respectively.
Inbound orders from continuing operations increased $80.1 million for the year ended December 31, 2023 compared to 2022, which
includes an unfavorable foreign currency translation impact of $3.7 million in the period resulting in an increase of $83.8 million on a
constant currency basis.
Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders. Order backlog from continuing
operations was $678.2 million and $664.4 million as of December 31, 2023 and 2022, respectively.
Order backlog from continuing operations at December 31, 2023 increased by $13.8 million compared to December 31, 2022. We
expect to convert 93% of backlog at December 31, 2023 into revenue during 2024.
Seasonality
We experience seasonality in our operating results. Our revenue and operating income are generally lower in the first quarter and
highest in the fourth quarter, primarily as a result of our customers' purchasing trends.
41
Liquidity and Capital Resources
Overview of Sources and Uses of Cash
Our primary sources of liquidity are cash flows provided by operating activities from our U.S. and foreign operations, borrowings
from our revolving credit facility, and proceeds from the issuance of the convertible notes on May 28, 2021. In addition, we completed
the sale of the AeroTech business on August 1, 2023 and received proceeds of $808.2 million. During the second half of 2023, we
used the proceeds to repay $305.4 million of our debt as well as to make payments of $15.4 million for transaction costs related to the
sale of AeroTech, $133.2 million for tax on the gain from the sale of AeroTech, and $9.0 million for contribution to our U.S. qualified
pension plan. We expect to use the remaining net proceeds from the transaction for potential acquisitions as well as our other stated
capital allocation priorities.
As of December 31, 2023, we had $483.3 million of cash and cash equivalents, $35.5 million of which was held by our foreign
subsidiaries. Although certain 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 tax and foreign withholding taxes. The foreign withholding taxes on these repatriations to the U.S. would
potentially be partially offset by U.S. foreign tax credits.
As noted above, certain 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
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 costs.
For the year ended December 31, 2023, we had total operating cash flow of $74.2 million. Our liquidity as of December 31, 2023, or
cash plus borrowing ability under our revolving credit facilities, was $1.2 billion.
The cash flows generated by our operations and borrowings are expected to be sufficient to satisfy our principal cash requirements that
include our working capital needs, new product development, restructuring expenses, capital expenditures, income taxes, debt
repayments, dividends, periodic pension contributions, and other financing arrangements.
Based on our current capital allocation objectives, during 2024 we anticipate capital expenditures to be between $50 million and $60
million. Our level of capital expenditures varies from time to time as a result of actual and anticipated business conditions.
Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures
immediately in the year incurred and requires taxpayers to amortize such expenditures in the U.S. over five years. As a result, the
Company experienced a decrease in cash from operations in 2023 of $16 million and will experience approximately a $10 million
decrease in cash from operations in 2024. The impact will continue over the five-year amortization period but decrease each year.
Contractual Obligations and Cash Requirements
The following is a summary of our significant contractual and other obligations at December 31, 2023:
(In millions)
Long-term debt (a)
Interest payments on long-term debt (b)
Operating leases (c)
Total contractual and other obligations (d)
Total
Payments
Current
Long-Term
$
$
646.4 $
— $
15.9
44.1
5.6
13.8
706.4 $
19.4 $
646.4
10.3
30.3
687.0
(a)
(b)
A summary of our long-term debt obligations as of December 31, 2023 can be found in Note 8, “Debt”, of the Notes to the
Consolidated Financial Statements.
Amounts include contractual interest payments using the interest rates as of December 31, 2023 and include the effect of our
interest rate swaps.
42
(c)
(d)
A summary of our operating lease obligations as of December 31, 2023 can be found in Note 19, “Leases”, of the Notes to
the Consolidated Financial Statements.
This table does not include obligations under our pension and postretirement benefit plans, which are included in Note 10,
Pension and Post-Retirement and Other Benefit Plans, of the Notes to the Consolidated Financial Statements.
We also have outstanding firm purchase orders with certain suppliers for the purchase of raw materials and services, which are not
included in the table above. These purchase orders are generally short-term in nature and include a requirement that our supplier
provide products or services to our specifications and require us to make a firm purchase commitment to our supplier. The costs
associated with these agreements will be reflected in cost of sales on our Consolidated Statements of Income as substantially all of
these commitments are associated with purchases made to fulfill our customers’ orders.
The following is a summary of other off-balance sheet arrangements at December 31, 2023:
Total
Amount
(In millions)
Current
Long-Term
Letters of credit and bank guarantees
Surety bonds
Total other off-balance sheet arrangements
$
$
25.1 $
24.4 $
1.0
0.9
26.1 $
25.3 $
0.7
0.1
0.8
To provide required security regarding our performance on certain contracts, we provide letters of credit, surety bonds and bank
guarantees, for which we are contingently liable. In order to obtain these financial instruments, we pay fees to various financial
institutions in amounts competitively determined in the marketplace. Our ability to generate revenue from certain contracts is
dependent upon our ability to obtain these off-balance sheet financial instruments.
Our off-balance sheet financial instruments may be renewed, revised or released based on changes in the underlying commitment.
Historically, our commercial commitments have not been drawn upon to a material extent; consequently, management believes it is
not likely that there will be claims against these commitments that would result in a negative impact on our key financial ratios or our
ability to obtain financing.
Cash Flows
Cash flows for each of the years ended December 31, 2023 and 2022 were as follows:
(In millions)
2023
2022
2021
Cash provided by continuing operating activities
$
74.2 $
Cash provided (required) by continuing investing activities
Cash (required) provided by continuing financing activities
Effect of foreign exchange rate changes on cash and cash equivalents
729.3
(354.1)
(1.2)
Net increase (decrease) in cash from continuing operations
$
448.2 $
135.2 $
(413.2)
270.6
(2.5)
(9.9) $
174.9
(270.5)
80.8
(2.3)
(17.1)
2023 Compared with 2022
Cash provided by continuing operating activities in 2023 was $74.2 million, representing a $61.0 million decrease compared to 2022.
The decrease was primarily due to tax payments of $133.2 million for income taxes on gain from sale of AeroTech. Excluding the
impact of this tax payment in 2023, cash provided by continuing operations increased by $72.2 million year over year, primarily due
to reduced inventory investment and increased customer collections of trade receivables and advance payments, partially offset by an
increased payments for accounts payable and for pension contributions.
Cash provided by continuing investing activities during 2023 was $729.3 million, representing a $1.1 billion increase compared to
2022. The increase is primarily from the proceeds received on the sale of the AeroTech business and lower spending on acquisitions
and capital expenditures year over year.
Cash required by continuing financing activities of $354.1 million in 2023 represents an increase in cash outflows of $624.7 million
compared to 2022. This increase in cash outflows year over year was primarily due to higher debt repayments of our revolving credit
facility using proceeds from the AeroTech sale, compared to higher borrowings from our credit facility to fund acquisitions during
2022.
43
2022 Compared with 2021
Cash provided by continuing operating activities in 2022 was $135.2 million, representing a $39.7 million decrease compared to 2021.
Decrease was primarily driven by a decrease in customer advance payments and an increase in inventory, partially offset by lower
pension contributions and an increase in accounts payable.
Cash required by investing activities during 2022 was $413.2 million, representing a $142.7 million increase compared to 2021,
primarily due to increased acquisition and capital expenditure spending year over year.
Cash provided by financing activities of $270.6 million in 2022 represents an increase of $189.8 million compared to 2021. This
increase was primarily driven by higher borrowings to fund acquisitions in 2022, partially offset by prior year activity that did not
recur in the current year. Specifically the cash provided by financing activities of $80.8 million in 2021 was primarily due to proceeds
from the issuance of the convertible notes, bond hedge and warrant transactions, partially offset by paying down borrowings under our
revolving credit facility and payment of acquisition date earn-out liability.
Financing Arrangements
As of December 31, 2023 we had $250.0 million drawn on and $1,043.8 million of availability under the revolving credit facility. Our
ability to use this availability is subject to our compliance with 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 December 31, 2023, we were in compliance with all
covenants in our credit agreement. We expect to remain in compliance with all covenants in the foreseeable future.
On May 28, 2021, we closed a private offering of $402.5 million aggregate principal amount of the Company's 0.25% Convertible
Senior Notes due 2026 (the "Notes") to qualified institutional buyers, resulting in net proceeds to us of approximately $392.2 million
after deducting initial purchasers’ discounts. The Notes will mature on May 15, 2026 unless earlier converted, redeemed or
repurchased. Concurrently with the issuance of the Notes, we entered into the Note hedge transactions that reduce potential dilution
upon conversion of the Notes and into the warrant transactions to raise additional capital to partially offset the costs of entering into
the Note hedge transactions.
For additional information about our credit agreement, Notes, convertible note hedge and warrant transactions, refer to Note 8. Debt of
the Notes to the Consolidated Financial Statements.
As of December 31, 2023, we have 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 December 31, 2023, all of our total outstanding debt of $652.5 million effectively remains fixed rate debt, with the
Convertible Senior Notes subject to a fixed rate of 0.25% and all of the revolving credit facility subject to an average fixed rate of
0.76% in addition to the premium charged for the credit spread on our revolving credit facility.
Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with U.S. generally accepted accounting principles. As such, we are
required to make certain estimates, judgments and assumptions about matters that are inherently uncertain. On an ongoing basis, our
management re-evaluates these estimates, judgments and assumptions for reasonableness because of the critical impact that these
factors have on the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of
revenue and expenses during the periods presented. Management has discussed the development and selection of these critical
accounting estimates with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed this disclosure. We
believe that the following are the critical accounting estimates used in preparing our financial statements.
44
Revenue Recognition
We recognize a large portion of our product revenue over time, using the "cost-to-cost" input method for contracts that provide highly
customized equipment and refurbishments of customer-owned equipment for which we have a contractual, enforceable right to collect
payment upon customer cancellation for performance completed to date. The input method of “cost-to-cost” to recognize revenue over
time requires that we measure progress based on costs incurred to date relative to total estimated cost at completion. These cost
estimates are based on assumptions and estimates to project the outcome of future events including estimated labor and material costs
required to complete open projects.
Defined Benefit Pension Plans
The measurement of pension plans’ costs requires the use of assumptions for discount rates, investment returns, employee turnover
rates, retirement rates, mortality rates and other factors. The actuarial assumptions used in our pension reporting are reviewed annually
and compared with external benchmarks to ensure that they appropriately account for our future pension and post-retirement benefit
obligations. While we believe that the assumptions used are appropriate, differences between assumed and actual experience may
affect our operating results.
Our accrued pension liability reflects the funded status of our worldwide plans, or the projected benefit obligation net of plan assets.
Our discount rate assumption is determined by developing a yield curve based on high quality corporate bonds with maturities
matching the plan’s expected benefit payment streams. The plans’ expected cash flows are then discounted by the resulting year-by-
year spot rates. The projected benefit obligation is sensitive to changes in our estimate of the discount rate. The discount rate used in
calculating the projected benefit obligation for the U.S. pension plan, which represents 86% of all pension plan obligations, was 4.99%
in 2023, 5.18% in 2022 and 2.90% in 2021. A decrease of 50 basis points in the discount rate used in our calculation would increase
our projected benefit obligation by $11.7 million.
Our pension expense is sensitive to changes in our estimate of the expected rate of return on plan assets. The expected return on assets
used in calculating the pension expense for the U.S. pension plan, which represents 94% of all pension plan assets, was 6.25% for
2023, 5.50% for 2022 and 5.75% for 2021. For 2024, the rate is expected to be 5.50%. A change of 50 basis points in the expected
return on assets assumption would impact pension expense by $1.3 million (pre-tax).
See Note 10. Pension and Post-Retirement and Other Benefit Plans of the notes to Consolidated Financial Statements in Item 8.
Financial Statements and Supplementary Data for additional discussion of our assumptions and the amounts reported in the
Consolidated Financial Statements.
Recent Accounting Pronouncements
For information with respect to recent accounting pronouncements and the impact of these pronouncements on our consolidated
financial statements see Note 1 of the Notes to Consolidated Financial Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including fluctuations in foreign currency exchange rates and interest rates. In order to
manage and mitigate our exposure to these risks, we may use derivative financial instruments in accordance with established policies
and procedures. We do not use derivative financial instruments where the objective is to generate profits solely from trading activities.
At December 31, 2023 and 2022, our derivative holdings consisted of foreign currency forward contracts and foreign currency
instruments embedded in purchase and sale contracts and interest rate swap contracts.
These forward-looking disclosures address potential impacts from market risks only as they affect our financial instruments. They do
not include other potential effects resulting from changes in foreign currency exchange rates, interest rates, commodity prices or equity
prices that could impact our business.
Foreign Currency Exchange Rate Risk
During 2023, our foreign subsidiaries generated 43% of our revenue. Financial statements of our foreign subsidiaries for which the
U.S. dollar is not the functional currency are translated into U.S. dollars. As a result, we are exposed to foreign currency translation
risk.
45
When we sell or purchase products or services, transactions are frequently denominated in currencies other than an operation’s
functional currency. As a result, we are exposed to foreign currency transaction risk. When foreign currency exposures exist, we may
enter into foreign exchange forward instruments with third parties to economically hedge foreign currency exposures. Our hedging
policy reduces, but does not entirely eliminate, the impact of foreign currency exchange rate movements. We do not apply hedge
accounting for our foreign currency forward instruments.
We economically hedge our recognized foreign currency assets and liabilities to reduce the risk that our earnings and cash flows will
be adversely affected by fluctuations in foreign currency exchange rates. We expect any gains or losses in the hedging portfolio to be
substantially offset by a corresponding gain or loss in the underlying exposures being hedged. We also economically hedge firmly
committed anticipated transactions in the normal course of business. As these are not offset by an underlying balance sheet position
being hedged, our earnings can be significantly impacted on a periodic basis by the change in the unrealized value of these hedges.
We use a sensitivity analysis to measure the impact of an immediate 10% adverse movement in the foreign currency exchange rates.
This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar and all other variables
are held constant. We expect that changes in the fair value of derivative instruments will offset the changes in fair value of the
underlying assets and liabilities on the balance sheet. A 10% adverse movement in the foreign currency exchange rates would reduce
the value of our derivative instruments by $7.4 million (pre-tax) as of December 31, 2023. This amount would be reflected in our net
income but would be significantly offset by the changes in the fair value of the underlying hedged assets and liabilities.
Market Risk and Interest Rate Risk
As of December 31, 2023, we had 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). We use a sensitivity analysis to measure the impact on fair value of the interest rate swaps of an
immediate adverse movement in the interest rates of 50 basis points. This analysis was based on a modeling technique that measures
the hypothetical market value resulting from a 50 basis point change in interest rates. This adverse change in the applicable interest
rates would result in a decrease of $1.4 million in the net fair value of our interest rate swaps for $250 million of notional value
expiring in 2025.
In May 2021, we issued $402.5 million aggregate principal amount of Convertible Senior Notes (the “Notes”) due 2026. We do not
have economic interest rate exposure as the Notes have a fixed annual rate of 0.25%. The fair value of the Notes is subject to interest
rate risk, market risk and other factors due to its conversion feature. The fair value of the Notes is also affected by the price and
volatility of our common stock and will generally increase or decrease as the market price of our common stock changes. The interest
and market value changes affect the fair value of the Notes but do not impact our financial position, cash flows or results of operations
due to the fixed nature of the debt obligation. Additionally, we carry the Notes at face value, less any unamortized issuance costs, on
the balance sheet and present the fair value for disclosure purposes only.
46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of John Bean Technologies Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of John Bean Technologies Corporation and its subsidiaries (the
“Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes
in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, including the related notes
and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2023 listed in the
index appearing under Item 15(a) (2) (collectively referred to as the “consolidated financial statements”). We also have audited the
Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s
Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the
Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the methodology for valuing certain inventories
to the first-in, first-out ("FIFO") cost method from the last-in, first-out ("LIFO") cost method in 2023.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
47
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are
material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Revenue Recognition - Product Revenue Estimated Costs at Completion
As described in Note 1 to the consolidated financial statements, the Company recognized $615.2 million of product revenue for the
year ended December 31, 2023 for over time projects, using the “cost-to-cost” input method. Revenue is recognized over time for
refurbishments of customer-owned equipment and for highly customized equipment for which the Company has a contractual,
enforceable right to collect payment upon customer cancellation for performance completed to date. As disclosed by management, the
“cost-to-cost" input method requires that management measure progress based on costs incurred to date relative to total estimated cost
at completion. Cost estimates are based on assumptions and estimates to project the outcome of future events including estimated labor
and material costs required to complete open projects.
The principal considerations for our determination that performing procedures relating to revenue recognition - product revenue
estimated costs at completion is a critical audit matter are (i) the significant judgment by management when determining the estimated
costs at completion, and (ii) the high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating
management’s assumptions related to estimated labor and material costs required to complete open projects.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the product
revenue recognition process, including controls over the determination of estimated costs at completion. These procedures also
included, among others, evaluating and testing management’s process for determining the estimated costs at completion for a sample
of contracts, which included evaluating the reasonableness of assumptions related to the estimated labor and material costs required to
complete open projects used by management and considering the factors that can affect the accuracy of those estimates. Evaluating the
reasonableness of assumptions used involved assessing management’s ability to reasonably estimate costs at completion by (i) testing
the completeness and accuracy of underlying data used in the estimate; (ii) performing a comparison of estimated costs for selected
contracts to actual costs incurred on similar completed contracts; (iii) evaluating the timely identification of circumstances that may
warrant a modification to estimated costs at completion; and (iv) evaluating responses to inquiries with the Company’s project
managers regarding the expected remaining efforts.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 23, 2024
We have served as the Company's auditor since 2021.
48
JOHN BEAN TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share data)
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 (income), other than service cost
Interest income
Interest expense
Net income before income taxes
Income tax provision
Equity in net earnings of unconsolidated affiliate
Income from continuing operations
Income from discontinued operations, net of taxes
Net income
Basic earnings per share:
Income from continuing operations
Income from discontinued operations
Net income
Diluted earnings per share:
Income from continuing operations
Income from discontinued operations
Net income
Weighted average shares outstanding:
Basic
Diluted
Year Ended December 31,
2022
2021
2023
$
1,498.0 $
1,443.1 $
166.4
1,664.4
147.2
1,590.3
1,268.0
132.8
1,400.8
984.7
94.0
409.6
11.4
164.7
0.7
13.4
24.3
153.1
23.5
(0.3)
129.3
453.3
973.9
87.0
389.7
7.1
132.6
—
3.7
16.3
120.0
16.2
—
103.8
33.6
$
$
$
$
$
582.6 $
137.4 $
4.04 $
14.17
18.21 $
4.02 $
14.11
18.13 $
32.0
32.1
3.24 $
1.05
4.29 $
3.23 $
1.05
4.28 $
32.0
32.1
839.6
79.1
351.4
5.1
125.6
(1.3)
3.8
11.2
119.5
27.0
—
92.5
26.6
119.1
2.89
0.83
3.72
2.88
0.83
3.71
32.0
32.1
The accompanying notes are an integral part of the consolidated financial statements.
49
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Net income
Other comprehensive income (loss), net of income taxes
Foreign currency translation adjustments
Pension and other post-retirement benefits adjustments
Derivatives designated as hedges
Other comprehensive income (loss)
Comprehensive income
Year Ended December 31,
2022
2021
2023
$
582.6 $
137.4 $
119.1
15.9
(1.8)
(5.6)
8.5
$
591.1 $
(34.5)
14.6
13.0
(6.9)
130.5 $
1.0
15.9
5.6
22.5
141.6
The accompanying notes are an integral part of the consolidated financial statements.
50
JOHN BEAN TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In millions, except per share and number of shares)
Assets
Current Assets:
Cash and cash equivalents
Trade receivables, net of allowances
Contract assets
Inventories
Other current assets
Current assets of discontinued operations
Total current assets
Property, plant and equipment, net of accumulated depreciation of $316.7 and $306.0,
respectively
Goodwill
Intangible assets, net
Other assets
Non-current assets of discontinued operations
Total Assets
Liabilities and Stockholders' Equity
Current Liabilities:
Short-term debt
Accounts payable, trade and other
Advance and progress payments
Accrued payroll
Other current liabilities
Current liabilities of discontinued operations
Total current liabilities
Long-term debt
Accrued pension and other post-retirement benefits, less current portion
Other liabilities
Non-current liabilities of discontinued operations
Commitments and contingencies (Note 17)
Stockholders' Equity:
Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued in 2023 or
2022
Common stock, $0.01 par value; 120,000,000 shares authorized; 2023: 31,861,680 issued, and
31,789,698 outstanding; 2022: 31,861,680 issued, and 31,803,721 outstanding
Common stock held in treasury, at cost; 2023: 71,982 shares; 2022: 57,959 shares
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity
December 31,
2023
December 31,
2022
$
483.3 $
214.4
74.5
238.9
89.1
—
1,100.2
248.0
779.5
388.9
193.8
—
71.7
200.5
65.1
264.0
75.7
249.5
926.5
245.4
770.1
430.1
183.1
85.8
$
2,710.4 $
2,641.0
$
— $
134.6
172.0
59.7
118.1
—
484.4
646.4
24.6
66.1
—
—
0.3
(7.1)
227.9
1,463.6
(195.8)
1,488.9
0.6
170.6
173.7
49.5
111.8
117.8
624.0
977.3
32.0
91.2
11.1
—
0.3
(5.3)
220.7
894.0
(204.3)
905.4
Total Liabilities and Stockholders' Equity
$
2,710.4 $
2,641.0
The accompanying notes are an integral part of the consolidated financial statements.
51
JOHN BEAN TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Cash flows from continuing operating activities:
Net income
Less: Income from discontinued operations, net of taxes
Income from continuing operations
Adjustments to reconcile income from continuing operations to cash provided by
continuing operating activities:
Depreciation
Amortization
Stock-based compensation
Pension and other post-retirement benefits expense
Deferred income taxes
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 post-retirement benefits, net
Income taxes on gain from sale of AeroTech
Other assets and liabilities, net
Cash provided by continuing operating activities
Cash flows from continuing investing activities:
Proceeds from sale of AeroTech, net
Acquisitions, net of cash acquired
Investment in unconsolidated affiliate
Capital expenditures
Proceeds from disposal of assets
Purchase of marketable securities
Proceeds from sale of marketable securities
Cash provided (required) by continuing investing activities
Cash flows from continuing financing activities:
Net proceeds from short-term debt
Payment in connection with modification of credit facilities
Net (payments) proceeds from domestic credit facilities, net of debt issuance costs
Proceeds from issuance of 2026 convertible senior notes, net of issuance costs
Purchase of convertible bond hedge
Proceeds from sale of warrants
Settlement of taxes withheld on equity compensation awards
Proceeds from settlement of cross currency swaps
Common stock repurchases
Dividends
Acquisition date earnout liability and other deferred acquisition payments
Cash (required) provided by continuing financing activities
Net increase (decrease) in cash from continuing operations
Cash flows from discontinued operations:
Cash required by operating activities of discontinued operations, net
Cash required by investing activities of discontinued operations, net
Net cash (required) provided by discontinued operations
Effect of foreign exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
52
Year Ended December 31,
2022
2021
2023
$
582.6 $
453.3
129.3
137.4 $
33.6
103.8
30.8
60.5
11.4
1.8
(21.6)
6.6
(21.6)
26.9
(32.1)
(1.6)
(12.1)
(133.2)
29.1
74.2
792.8
(0.1)
(10.4)
(55.1)
2.1
(125.0)
125.0
729.3
(0.7)
—
(339.6)
—
—
—
(1.7)
5.8
(5.1)
(12.8)
—
(354.1)
449.4
30.6
45.6
8.9
1.7
(19.1)
8.5
(28.2)
(47.3)
29.1
(7.6)
(3.5)
—
12.7
135.2
—
(329.7)
—
(84.6)
1.1
—
—
(413.2)
0.4
—
292.3
—
—
—
(1.3)
—
(7.7)
(13.1)
—
270.6
(7.4)
(34.6)
(3.4)
(38.0)
(1.2)
410.2 $
$
7.1
(2.9)
4.2
(2.5)
(5.7) $
119.1
26.6
92.5
31.7
40.4
5.5
0.9
(3.2)
2.7
(29.1)
(36.9)
32.0
46.1
(13.1)
—
5.4
174.9
—
(224.5)
—
(51.7)
5.7
—
—
(270.5)
(2.5)
(323.4)
83.1
391.4
(65.6)
29.5
(2.2)
—
—
(12.8)
(16.7)
80.8
(14.8)
50.8
(2.4)
48.4
(2.3)
31.3
(In millions)
Cash and cash equivalents from continuing operations, beginning of period
Add: Cash and cash equivalents from discontinued operations, beginning of period
Add: Net increase (decrease) in cash and cash equivalents
Less: Cash and cash equivalents from discontinued operations, end of period
Cash and cash equivalents from continuing operations, end of period
$
$
Supplemental cash flow information for continuing operations:
Interest paid
Income taxes paid
Income taxes paid on gain from sale of AeroTech
Non-cash investing in capital expenditures, accrued but not paid
The accompanying notes are an integral part of the consolidated financial statements.
Year Ended December 31,
2022
2021
2023
71.7 $
1.4
410.2
—
483.3 $
20.7
47.1
133.2
3.7
76.9 $
1.9
(5.7)
(1.4)
71.7 $
13.0
27.9
—
11.8
44.3
3.2
31.3
(1.9)
76.9
8.8
36.4
—
9.3
53
JOHN BEAN TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Common Stock
Held in
Treasury
Additional
Paid-In Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total Equity
Common Stock
$
(In millions)
December 31, 2020
Net income
Issuance of treasury stock
Common stock cash dividends, $0.40 per share
Foreign currency translation adjustments, net of income taxes of $(1.6)
Derivatives designated as hedges, net of income taxes of $(2.0)
Pension and other post-retirement liability adjustments, net of income taxes of $(5.5)
Proceeds from sale of warrants
Purchase of convertible bond hedge, net of income tax of $17.1
Stock-based compensation expense
Taxes withheld on issuance of stock-based awards
December 31, 2021
Net income
Issuance of treasury stock
Share repurchases
Common stock cash dividends, $0.40 per share
Foreign currency translation adjustments, net of income taxes of $(1.2)
Derivatives designated as hedges, net of income taxes of $(4.6)
Pension and other post-retirement liability adjustments, net of income taxes of $(4.6)
Stock-based compensation expense
Taxes withheld on issuance of stock-based awards
December 31, 2022
Net income
Issuance of treasury stock
Share repurchases
Common stock cash dividends, $0.40 per share
Foreign currency translation adjustments, net of income taxes of $1.1
Derivatives designated as hedges, net of income taxes of $1.9
Pension and other post-retirement liability adjustments, net of income taxes of $0.4
Stock-based compensation expense
Taxes withheld on issuance of stock-based awards
December 31, 2023
$
The accompanying notes are an integral part of the consolidated financial statements.
54
0.3 $
—
—
—
—
—
—
—
—
—
—
0.3
—
—
—
—
—
—
—
—
—
0.3
—
—
—
—
—
—
—
—
—
0.3 $
(1.0) $
—
1.0
—
—
—
—
—
—
—
—
—
—
2.4
(7.7)
—
—
—
—
—
—
(5.3)
—
3.3
(5.1)
—
—
—
—
—
—
(7.1) $
229.9 $
—
(1.0)
—
—
—
—
29.5
(48.5)
6.5
(2.2)
214.2
—
(2.4)
—
—
—
—
—
10.2
(1.3)
220.7
—
(3.3)
—
—
—
—
—
12.2
(1.7)
227.9 $
663.1 $
119.1
—
(12.8)
—
—
—
—
—
—
—
769.4
137.4
—
—
(12.8)
—
—
—
—
—
894.0
582.6
—
—
(13.0)
—
—
—
—
—
1,463.6 $
(219.9) $
—
—
—
1.0
5.6
15.9
—
—
—
—
(197.4)
—
—
—
—
(34.5)
13.0
14.6
—
—
(204.3)
—
—
—
—
15.9
(5.6)
(1.8)
—
—
(195.8) $
672.4
119.1
—
(12.8)
1.0
5.6
15.9
29.5
(48.5)
6.5
(2.2)
786.5
137.4
—
(7.7)
(12.8)
(34.5)
13.0
14.6
10.2
(1.3)
905.4
582.6
—
(5.1)
(13.0)
15.9
(5.6)
(1.8)
12.2
(1.7)
1,488.9
JOHN BEAN TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of John Bean Technologies Corporation (JBT, we, or the Company) and all
wholly-owned subsidiaries. All intercompany investments, accounts, and transactions have been eliminated.
Discontinued Operations
On August 1, 2023, the Company completed the sale of its former AeroTech business segment ("AeroTech") to Oshkosh Corporation,
a Wisconsin corporation (the "Purchaser") in exchange for cash consideration of $808.2 million, (the "Transaction"). As a result, the
financial results of AeroTech have been presented as discontinued operations in the Consolidated Statements of Income for all periods
presented. The assets and liabilities of AeroTech are reflected as assets and liabilities of discontinued operations on the Consolidated
Balance Sheets for prior periods presented. The operating results and cash flows of AeroTech have been reported through July 31,
2023, the date immediately prior to the closing date of the Transaction. Amounts pertaining to results of operations, financial condition
and cash flows throughout the document are from the Company's continuing operations unless otherwise noted. Refer to Note 2,
Discontinued Operations, for further discussion.
Business Segments
The Company has determined that it operates as a single reportable segment for continuing operations, with the AeroTech reportable
segment considered as a discontinued operation as of June 30, 2023. The Company's Chief Executive Officer is the chief operating
decision maker (CODM), who reviews the Company's financial information presented on a consolidated basis for purposes of
allocating resources and evaluating the Company's financial performance. The key measures reviewed by the CODM for these
purposes are most notably Adjusted EBITDA from continuing operations and Adjusted EBITDA margin from continuing operations.
Adjusted EBITDA is EBITDA adjusted for items that are not reflective of ongoing operations.
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 revenues and expenses during the reporting period. Actual results could differ from these estimates.
Cash and cash equivalents
Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less.
Marketable Securities
The Company may invest portions of its excess cash in different marketable securities. Marketable securities with original maturities
of three months or more are classified as held-to-maturity debt securities. Interest income is recorded as it is earned within Interest
income in the Consolidated Statements of Income.
Allowance for credit losses
The measurement of expected credit losses under the Current Expected Credit Loss ("CECL") methodology is applicable to financial
assets measured at amortized cost, which includes trade receivables, contract assets, and non-current receivables. An allowance for
credit losses under the CECL methodology is determined using the loss rate approach and measured on a collective (pool) basis when
similar risk characteristics exist. Where financial instruments do not share risk characteristics, they are evaluated on an individual
basis. The CECL allowance is based on relevant available information, from internal and external sources, relating to past events,
current conditions, and reasonable and supportable forecasts. The allowance for credit losses as of December 31, 2023 and 2022 was
$4.9 million and $6.5 million, respectively.
55
Inventories
Inventories are stated at the lower of cost or net realizable value, which includes an estimate for excess and obsolete inventories.
Inventory costs include those costs directly attributable to products, including all manufacturing overhead but excluding costs to
distribute. Cost is determined on the first-in, first-out (“FIFO”) basis.
During the fourth quarter of 2023, the Company changed its methodology for valuing certain inventories to the FIFO cost method
from the last-in, first-out ("LIFO") cost method. The change was applicable to inventories that were previously accounted for on a
LIFO basis within both continuing operations and historically owned discontinued operations. The Company concluded that the FIFO
basis of accounting is preferable as it provides a better matching of costs and revenues, more closely resembles the physical flow of
inventory, better reflects the acquisition cost of inventory on the balance sheet, conforms the Company's method of valuation to a
single method, and results in improved comparability with industry peers.
The effects of this change in accounting principle have been retrospectively applied to all periods presented and a cumulative effect
adjustment was recorded to increase the January 1, 2021 inventory balance by $19.4 million, increase current assets of discontinued
operations by $28.3 million, and increase retained earnings by $35.3 million, net of tax. The Consolidated Statements of Income for
the years ended December 31, 2022 and 2021, Consolidated Statements of Cash Flows for the years ended December 31, 2022 and
2021, and the Condensed Consolidated Balance Sheet as of December 31, 2022, have been retrospectively adjusted to reflect the
change in accounting principle.
The following tables reflect the effect of the change in accounting principle on the consolidated financial statements as of and for the
year ended December 31, 2023:
Consolidated Statements of Income
(in millions)
Cost of products
Income tax provision
Income from continuing operations
Income from discontinued operations, net of taxes
Net income
Basic earnings per share:
Income from continuing operations
Income from discontinued operations
Net income
Diluted earnings per share:
Income from continuing operations
Income from discontinued operations
Net income
Consolidated Statements of Comprehensive Income
(In millions)
Comprehensive income
Consolidated Balance Sheets
(in millions)
Inventories
Other current liabilities
Other liabilities
Retained earnings
56
As Computed
under LIFO
Effect of
Change
As Reported
$
986.9 $
(2.2) $
22.9
127.7
478.0
605.7
3.99 $
14.94
18.93 $
3.97 $
14.88
18.85 $
0.6
1.6
(24.7)
(23.1)
0.05 $
(0.77)
(0.72) $
0.05 $
(0.77)
(0.72) $
$
$
$
$
984.7
23.5
129.3
453.3
582.6
4.04
14.17
18.21
4.02
14.11
18.13
As Computed
under LIFO
Effect of
Change
As Reported
$
614.2 $
(23.1) $
591.1
As Computed
under LIFO
Effect of
Change
As Reported
$
212.6 $
26.3 $
114.0
63.4
1,444.1
4.1
2.7
19.5
238.9
118.1
66.1
1,463.6
Consolidated Statements of Cash Flows
(In millions)
Cash flows from continuing operating activities:
Income from continuing operations
Adjustments to reconcile income from continuing operations to cash provided
by continuing operating activities:
LIFO expense
Change in operating assets and liabilities from continuing operations:
Other assets and liabilities, net
Cash provided by continuing operating activities
As Computed
under LIFO
Effect of
Change
As Reported
$
127.7 $
1.6 $
129.3
2.2
28.5
74.2
(2.2)
0.6
—
—
29.1
74.2
The following tables reflect the impact to the financial statement line items as a result of the change in accounting principle for the
prior periods presented in the accompanying financial statements:
Consolidated Statements of Income
(In millions, except per share data)
Cost of products
Income tax provision
Income from continuing operations
Income from discontinued operations, net
of taxes
Net income
Basic earnings per share:
Income from continuing operations
Income from discontinued operations
Net income
Diluted earnings per share:
Income from continuing operations
Income from discontinued operations
Net income
$
$
$
$
Consolidated Statements of
Comprehensive Income
Year Ended December 31, 2022
Year Ended December 31, 2021
As
Reported (1)
$
977.6 $
Effect of
Change
As
Adjusted
As
Reported (1)
Effect of
Change
As
Adjusted
(3.7) $
973.9 $
840.8 $
(1.2) $
839.6
15.3
101.0
29.7
130.7
0.9
2.8
3.9
6.7
16.2
103.8
33.6
137.4
26.7
91.6
26.8
118.4
0.3
0.9
(0.2)
0.7
3.15 $
0.09 $
3.24 $
2.86 $
0.03 $
0.93
0.12
1.05
0.84
(0.01)
4.08 $
0.21 $
4.29 $
3.70 $
0.02 $
3.14 $
0.93
4.07 $
0.09 $
0.12
0.21 $
3.23 $
1.05
4.28 $
2.85 $
0.84
3.69 $
0.03 $
(0.01)
0.02 $
27.0
92.5
26.6
119.1
2.89
0.83
3.72
2.88
0.83
3.71
Year Ended December 31, 2022
Year Ended December 31, 2021
(In millions)
Comprehensive income
As
Reported (1)
$
123.8 $
Effect of
Change
As
Adjusted
As
Reported (1)
Effect of
Change
As
Adjusted
6.7 $
130.5 $
140.9 $
0.7 $
141.6
57
Consolidated Balance Sheet
(In millions)
Inventories
Current assets of discontinued operations
Other current liabilities
Other liabilities
Retained earnings
Consolidated Statements of Cash Flows
(In millions)
Cash flows from continuing operating
activities:
Income from continuing operations
Adjustments to reconcile income from
continuing operations to cash provided by
continuing operating activities:
LIFO expense
Change in operating assets and liabilities
from continuing operations:
Other assets and liabilities, net
Cash provided by continuing operating
activities
December 31, 2022
Effect of
Change
As Adjusted
As Reported (1)
$
239.8 $
216.1
108.2
79.9
851.3
24.2 $
33.4
3.6
11.3
42.7
264.0
249.5
111.8
91.2
894.0
Year Ended December 31, 2022
Year Ended December 31, 2021
As
Reported (1)
Effect of
Change
As
Adjusted
As
Reported (1)
Effect of
Change
As
Adjusted
$
101.0 $
2.8 $
103.8 $
91.6 $
0.9 $
92.5
3.6
(3.6)
—
11.9
135.2
0.8
—
12.7
135.2
174.9
1.1
5.2
(1.1)
—
0.2
—
5.4
174.9
(1) As Reported represents the consolidated financial statement balances that have been recast for discontinued operations presentation.
Property, plant, and equipment
Property, plant, and equipment are recorded at cost. Depreciation for financial reporting purposes is provided principally on the
straight-line basis over the estimated useful lives of the assets (land improvements—20 to 35 years; buildings—20 to 50 years; and
machinery and equipment—3 to 20 years). Gains and losses are reflected in the Selling, general and administrative expense on the
Consolidated Statements of Income upon the sale or retirement of assets. Expenditures that extend the useful lives of property, plant,
and equipment are capitalized and depreciated over the estimated new remaining life of the asset. Leasehold improvements are
recorded at cost and depreciated over the standard life of the type of asset or the remaining life of the lease, whichever is shorter.
Capitalized software costs
We capitalize costs incurred to purchase software or internal and external costs incurred during the application development stage of
software projects. These costs are amortized on a straight-line basis over the estimated useful lives of the assets. For capitalized
software, the useful lives range from three to ten years.
We capitalize costs incurred with the implementation of cloud computing arrangements that are service contracts, consistent with our
policy for software developed or obtained for internal use.
58
Goodwill
The Company tests goodwill for impairment annually during the fourth quarter and whenever events occur or changes in
circumstances indicate that impairment may have occurred. Impairment testing is performed for each of the Company's reporting units
by first assessing qualitative factors to see if further testing of goodwill is required. Qualitative factors may include, but are not limited
to economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting units and other
entity and reporting unit specific events. If the Company concludes that it is more likely than not that a reporting unit’s fair value is
less than its carrying amount based on the qualitative assessment, then a quantitative test is required. The Company may also choose to
bypass the qualitative assessment and perform the quantitative test. In performing the quantitative test, the Company determines the
fair value of a reporting unit using the “income approach” valuation method. The Company uses a discounted cash flow model in
which cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, are discounted to their present
value using an appropriate cost of capital rate. Judgment is required in developing the assumptions for the discounted cash flow model.
These assumptions include revenue growth rates, profit margin percentages, discount rates, perpetuity growth rates, future capital
expenditures, and working capital requirements, among others. If the estimated fair value of a reporting unit exceeds its carrying
value, the Company considers that goodwill is not impaired. If the estimated fair value of a reporting unit is less than its carrying
value, then the goodwill is impaired. The Company calculates the impairment loss by comparing the fair value of the reporting unit
less its carrying amount, including goodwill, and would be limited to the carrying value of the goodwill.
The Company completed its annual goodwill impairment test as of October 31, 2023 using a qualitative assessment approach. As a
result of this assessment the Company concluded that it is more likely than not that the fair value of each reporting unit exceeds its
carrying value, and therefore it determined that none of its goodwill was impaired. Similar conclusions were reached as of October 31,
2022 and 2021.
Acquired intangible assets
Intangible assets with finite useful lives are subject to amortization on a straight-line basis over the expected period of economic
benefit, which range from less than 4 years to 24 years. The Company evaluates whether events or circumstances have occurred that
warrant a revision to the remaining useful lives of intangible assets. In cases where a revision is deemed appropriate, the remaining
carrying amounts of the intangible assets are amortized over the revised remaining useful life.
The carrying values of intangible assets with indefinite lives are reviewed for recoverability on an annual basis, and whenever events
occur or changes in circumstances indicate that impairment may have occurred. The facts and circumstances considered include an
assessment of the recoverability of the cost of intangible assets from future cash flows to be derived from the use of the asset. It is not
possible to predict the likelihood of any possible future impairments or, if such an impairment were to occur, the magnitude of any
impairment. However, any potential impairment would be limited to the carrying value of the indefinite-lived intangible asset.
For intangible assets with indefinite lives, the Company also evaluates whether events or circumstances have occurred that warrant a
revision of their useful lives from an indefinite life to finite useful life. In cases where a revision is deemed appropriate, the carrying
amounts of such intangible assets are amortized over the revised finite useful life.
The Company completed its annual evaluation for impairment of all indefinite-lived intangible assets as of October 31, 2023, which
did not result in any impairment. Similar conclusions were reached as of October 31, 2022 and 2021.
Impairment of long-lived assets
Long-lived assets other than goodwill and acquired indefinite-lived intangible assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. The carrying amount of a
long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the
carrying amount of the long-lived asset exceeds its fair value.
We have evaluated the current environment as of December 31, 2023 and the year then ended and have concluded there is no event or
circumstance that has caused an impairment of our long-lived assets. We will continue to monitor the environment to determine
whether the impacts to the Company represent an event or change in circumstances that may trigger a need to assess for useful life
revision or impairment.
59
Equity Method Investment
During the third quarter of 2023, the Company acquired an equity method investment for $10.4 million in InnospeXion ApS, a Danish
company, which was recorded in Other assets on the Consolidated Balance Sheet. The Company uses the equity method of accounting
when it has significant influence or when it has more than a minor ownership interest or minor influence over an investee's operations,
but does not have a controlling financial interest. Initial investments are recorded at cost (including certain transaction costs) and are
adjusted by the Company's share of the investee's undistributed earnings and losses. The Company evaluates its equity method
investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may
not be recoverable.
Revenue recognition
Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives. The Company
recognizes revenue when it satisfies a performance obligation by transferring control of a product or service to a customer.
Performance Obligations & Contract Estimates
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price
is allocated to each distinct performance obligation based on its respective stand-alone selling price and recognized as revenue when,
or as, the performance obligation is satisfied.
The Company's contracts with customers often include multiple promised goods and/or services. For instance, a contract may include
equipment, installation, optional warranties, periodic service calls, etc. The Company frequently has contracts for which the equipment
and installation are considered a single performance obligation. In these instances the installation services are not separately
identifiable as the installation goes above and beyond the basic assembly, set-up and testing and therefore significantly customizes or
modifies the equipment. However, the Company also has contracts where the installation services are deemed to be separately
identifiable as the nature of these services are considered basic assembly, set-up and testing, and are therefore deemed to be a separate
performance obligation. This generally occurs in contracts where the Company manufactures standard equipment.
When a performance obligation is separately identifiable, as defined in ASC 606, Revenue from Contracts with Customers, the
Company allocates a portion of the contract price to the obligation and recognizes it separately from the other performance
obligations. Contract price allocation among multiple performance obligations is based on the relative standalone selling price of each
distinct good or service in the contract. When not sold separately, an estimate of the standalone selling price is determined using
expected cost plus a reasonable margin.
The timing of revenue recognition for each performance obligation is either over time as control transfers or at a point in time. The
Company recognizes revenue over time for contracts that provide service over a period of time, for refurbishments of customer-owned
equipment, and for highly customized equipment for which the Company has a contractual, enforceable right to collect payment upon
customer cancellation for performance completed to date. Revenue generated from standard equipment, highly customized equipment
contracts without an enforceable right to payment for performance completed to date, as well as aftermarket parts and a portion of
aftermarket services sales, are recognized at a point in time.
The Company utilizes the “cost-to-cost” input method to recognize product revenue over time. The Company measures progress based
on costs incurred to date relative to total estimated cost at completion. Incurred cost represents work performed, which corresponds
with, and therefore depicts, the transfer of control to the customer. Contract costs include labor, material, and certain allocated
overhead expense. Material costs are considered incurred, and therefore included in the cost-to-cost measure of progress, when they
are used in manufacturing and therefore customize the asset. Cost estimates are based on assumptions and estimates to project the
outcome of future events; including the estimated labor and material costs required to complete open projects. During the year, we
recognized $615.2 million in revenue for over time projects using the cost-to-cost method.
Revenue attributable to equipment which qualifies as point in time is recognized when customers take control of the asset. For
equipment where installation is separately identifiable, the Company generally determines that control transfers when the customer has
obtained legal title and the risks and rewards of ownership, which is dependent upon the shipping terms within the contract. For
customized equipment where installation is not separately identifiable, but where the Company does not have an enforceable right to
payment for performance completed to-date, it defines control transfer as the point in time in which it is able to objectively verify that
the customer has the capability of full use of the asset as intended per the contract. Service revenue is recognized over time either
proportionately over the period of the underlying contract or when services are complete, depending on the terms of the arrangement.
Any expected losses for a contract are charged to earnings, in total, in the period such losses are identified.
60
The Company generally bills customers in advance, and progress billings generally are issued upon the completion of certain phases of
the work as stipulated in the contract. The Company may extend credit to customers in line with industry standards where it is
strategically advantageous.
Research and development
The objectives of the research and development programs are to create new products and business opportunities in relevant fields, and
to improve existing products. Research and development costs are expensed as incurred. Research and development expense of
$20.5 million, $23.0 million, and $22.0 million for 2023, 2022 and 2021, respectively, is recorded in Selling, general and
administrative expense.
Income taxes
The Company’s provision for income taxes includes amounts payable or refundable for the current year, the effects of deferred taxes
and impacts from uncertain tax positions, if applicable. We establish deferred tax liabilities or assets for temporary differences
between financial and tax reporting basis and subsequently adjust them to reflect changes in tax rates expected to be in effect when the
temporary differences reverse. We record a valuation allowance reducing deferred tax assets when it is more likely than not that such
assets will not be realized. Valuation allowances are evaluated periodically and may be subject to change in future reporting periods.
We recognize tax benefits in our financial statements from uncertain tax positions only if it is more likely than not that the tax position
will be sustained based on the technical merits of the position. The amount we recognize is measured as the largest amount of benefit
that is greater than 50 percent likely of being realized upon resolution. Future changes related to the expected resolution of uncertain
tax positions could affect tax expense in the period when the change occurs. Interest and penalties related to underpayment of income
taxes are classified as income tax expense.
We monitor for changes in tax laws and reflect the impacts of tax law changes in the period of enactment. When there is refinement to
tax law changes in subsequent periods, we account for the new guidance in the period when it becomes known.
Stock-based employee compensation
The Company measures compensation cost on restricted stock awards based on the market price of common stock at the grant date
and the number of shares awarded. The compensation cost for each award is recognized ratably over the lesser of the stated vesting
period or the period until the employee becomes retirement eligible, after taking into account forfeitures.
Foreign currency
Financial statements of operations for which the U.S. dollar is not the functional currency are translated to the U.S. dollar prior to
consolidation. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date, while income statement
accounts are translated at the average exchange rate for each period. For these operations, translation gains and losses are recorded as a
component of accumulated other comprehensive loss in stockholders’ equity until the foreign entity is sold or liquidated.
Derivative financial instruments
Derivatives are recognized in the Consolidated Balance Sheets at fair value, with classification as current or non-current based upon
the maturity of the derivative instrument. The Company does not offset fair value amounts for derivative instruments held with the
same counterparty. Changes in the fair value of derivative instruments are recorded in current earnings or deferred in accumulated
other comprehensive loss, depending on the type of hedging transaction and whether a derivative is designated as, and is effective as, a
hedge.
In the Consolidated Statements of Income, earnings from foreign currency derivatives related to sales and remeasurement of sales-
related assets, liabilities and contracts are recorded in revenue, while earnings from foreign currency derivatives related to purchases
and remeasurement of purchase-related assets, liabilities and contracts are recorded in cost of products. Earnings from foreign
currency derivatives related to cash management of foreign currencies throughout the world and remeasurement of cash are recorded
in selling, general and administrative expenses.
61
When hedge accounting is applied, the Company ensures that the derivative is highly effective at offsetting changes in anticipated cash
flows of the hedged item or transaction. Changes in fair value of derivatives that are designated as cash flow hedges are deferred in
accumulated other comprehensive income (loss) until the underlying transactions are recognized in earnings. At such time, related
deferred hedging gains or losses are also recorded in earnings on the same line as the hedged item. Effectiveness is assessed at the
inception of the hedge. The Company documents the risk management strategy and method for assessing hedge effectiveness at the
inception of and throughout the term of each hedge.
The Company's cross-currency swap agreements synthetically swap U.S. dollar denominated fixed rate debt for Euro denominated
fixed rate debt and are designated as net investment hedges for accounting purposes. The gains or losses on these derivative
instruments are included in the foreign currency translation component of other comprehensive income until the net investment is sold,
diluted, or liquidated. Interest payments received for the cross currency swaps are excluded from the net investment hedge
effectiveness assessment and are recorded in interest income on the Consolidated Statements of Income.
For derivatives with components excluded from the assessment of hedge effectiveness, the accumulated gains or losses recorded in
accumulated other comprehensive income (loss) on such excluded components in a qualifying cash flow or net investment hedging
relationship are reclassified to earnings on a systematic and rational basis over the hedge term.
Cash flows from derivative contracts are reported in the consolidated statements of cash flows in the same categories as the cash flows
from the underlying transactions.
Leases
Lessee accounting
The Company leases office space, manufacturing facilities and various types of manufacturing and data processing equipment. Leases
of real estate generally provide that the Company pays for repairs, property taxes and insurance. At the inception of an arrangement,
the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the
use of identified property, plant or equipment for a period of time in exchange for consideration. Leases are classified as operating or
finance leases at the commencement date of the lease. Operating leases are included in operating lease right of use ("ROU") assets,
other current liabilities, and operating lease liabilities in the Consolidated Balance Sheets, which are reported within other assets, other
current liabilities and other liabilities, respectively. Lease liabilities are classified between current and long-term liabilities based on
their payment terms. The ROU asset balance for finance leases is included in property, plant, and equipment, net in the Consolidated
Balance Sheets. In accordance with the standard, the Company has elected not to recognize leases with terms of less than one year on
the Consolidated Balance Sheets.
ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent an obligation to
make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date
based on the present value of lease payments over the lease term. As the implicit rate is generally not readily determinable for most of
its leases, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments.
We determine the incremental borrowing rate for all leases, based on the rate of interest that the Company would have to pay to
borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Company uses an unsecured
borrowing rate and risk-adjusts that rate to approximate a collateralized rate. The operating lease ROU asset also includes prepaid rent
and reflects the unamortized balance of lease incentives. Lease expense for operating leases is recognized on a straight-line basis over
the lease term.
The Company does not separate lease and non-lease components for leases other than leases of vehicles and communication
equipment. For the asset categories of real estate, manufacturing, office and IT equipment, the Company accounts for the lease and
non-lease components as a single lease component.
The Company's leases may include renewal and termination options, which extend the lease term if the Company concludes that it is
reasonably certain that it will exercise the option. The exercise of lease renewal options is at the Company's sole discretion. Certain
leases also include options to purchase the leased property. The depreciable life of the ROU assets are limited by the expected lease
term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements may contain variable
costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred on
the Consolidated Statements of Income.
The Company's lease agreements do not contain any material residual value guarantees.
62
Lessor accounting
The Company leases certain equipment, such as high capacity industrial extractors, to customers.
In most instances, the Company includes maintenance as a component of the lease agreement. Lease accounting requires lessors to
separate lease and non-lease components and further defines maintenance as a non-lease component. The Company combines lease
and non-lease components where the components meet both of the following criteria:
•
•
The timing and pattern of transfer to the lessee of the lease and non-lease component are the same, and
The lease component, if accounted for separately, would be classified as an operating lease.
As such, the leased asset and its respective maintenance component are accounted for as a single component.
In certain leases, consumables are included as a non-lease component. For these leases, the components do not qualify for the practical
expedient as the timing and pattern of transfer to the lessee are not the same. In these instances, the non-lease component will be
accounted for in accordance with ASC 606.
The Company monitors the risk associated with residual value of its leased assets. It reviews on an annual basis or more often as
deemed necessary, and adjusted residual values and useful lives of equipment leased to outside parties, as appropriate. Adjustments to
residual values result in an adjustment to depreciation expense. The Company's annual review is based on a long-term view
considering historical market price changes, market price trends, and expected life of the equipment.
Lease agreements with the Company's customers do not contain any material residual value guarantees. Certain lease agreements
include terms and conditions resulting in variable lease payments. These payments typically rely upon the usage of the underlying
asset.
Certain lease agreements provide renewal options, including some leases with an evergreen renewal option. The exercise of the lease
renewal option is at the sole discretion of the lessee. In most instances, the lease can only be terminated in cases of breach of contract.
In these instances, termination fees do not apply. Certain lease agreements also allow the lessee to purchase the leased asset at fair
market value or a specific agreed upon price. The exercise of the lease purchase option is at the sole discretion of the lessee.
Recently Adopted Accounting Standards
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on
Financial Reporting. ASU 2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S.
GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR
and the transition to an alternative reference interest rate, etc.). In addition, the rule provides optional expedients and exceptions that
enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to
reference rate reform. The rule became effective for all entities as of March 12, 2020 and is set to expire after December 31, 2024 as
per ASU 2022-06, issued in December 2022. During 2023, the Company adopted the practical expedient provided under ASU
2020-04 related to its debt and interest rate swap arrangements and as such, any amendments are treated as a continuation of the
existing agreements and no gain or loss on the modification is recorded.
63
Recently Issued Accounting Standards Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. The
amendments in ASU 2023-07 improve reportable segment disclosure requirements, primarily through enhanced disclosures about
significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an
entity can disclose multiple segment profit and loss measures, and provide new segment disclosure requirements for entities with a
single reportable segment. The amendments in ASU 2023-07 will be applied retrospectively to all prior periods presented in the
financial statements and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of adopting ASU 2023-07 on
its disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes - Improvements to Income Tax Disclosures, which amends Topic
740, Income Taxes. ASU 2023-09 improves the transparency of income tax disclosures by requiring (1) consistent categories and
greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes
certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 will become
effective for the Company as of January 1, 2025 and will be applied on a prospective basis with the option to apply the standard
retrospectively. The Company expects ASU 2023-09 to only impact disclosures, with no impacts to results of operations, cash flows,
and financial condition.
NOTE 2. DISCONTINUED OPERATIONS
As disclosed in Note 1, on August 1, 2023, the Company completed the sale of AeroTech to the Purchaser in exchange for cash
consideration of $808.2 million. The Transaction was completed pursuant to the Stock and Asset Purchase Agreement ("Purchase
Agreement"), dated May 26, 2023, by and between the Company and Purchaser to sell AeroTech and is subject to post-closing
purchase price adjustments under the Purchase Agreement. The Company recognized a gain on the Transaction of $443.7 million, net
of $131.4 million of income taxes on the transaction, which is recognized in Income from discontinued operations within the
Consolidated Statements of Income for the year ended December 31, 2023. Income taxes on the transaction were reduced by
$17.9 million, driven by a tax benefit allocated to discontinued operations from the sale of a subsidiary in the period ending December
31, 2023. The sale of AeroTech supports the Company's strategy to become a pure-play food and beverage solutions provider.
In connection with the Transaction, the Company and the Purchaser entered into a Transition Services Agreement (the "TSA") for the
provision of information technology related services for 12 months and of other services for up to 6 months to support the transition of
the AeroTech business, subject to the terms and conditions set forth therein. In addition, the TSA provides the Purchaser options to
extend the term for information technology related services for up to another 6 months. TSA income is recognized as services are
performed, and the income earned is recorded in Selling, general and administrative expense within the Condensed Consolidated
Statements of Income to offset the costs incurred to support the TSA. During the year ended December 31, 2023, the Company's cash
inflow from the Purchaser related to the TSA was $1.4 million.
64
Summarized Discontinued Operations Financial Information
The following table summarizes the results of operations classified as discontinued operations, net of taxes, in the Consolidated
Statements of Income for the years ended December 31, 2023, 2022, and 2021.
(In millions)
Revenue
Operating expenses:
Cost of sales
Selling, general and administrative expense
Operating income
Interest expense
Gain on sale of AeroTech
Income from discontinued operations before income taxes
Income tax provision
Income from discontinued operations, net of taxes
$
Year Ended December 31,
2022
2021
2023
$
344.1 $
575.7 $
467.5
285.3
45.3
13.5
2.0
557.2
568.7
115.4
453.3 $
478.8
52.1
44.8
1.6
—
43.2
9.6
33.6 $
381.8
50.2
35.5
1.3
—
34.2
7.6
26.6
In accordance with ASC 205-20, Allocation of Interest to Discontinued Operations, the Company elected to allocate interest expense
to discontinued operations for the Company's debt that is not directly attributed to the AeroTech business. Interest expense was
allocated based on a ratio of net assets of discontinued operations to the sum of consolidated net assets and consolidated debt.
65
The following table provides a reconciliation of the carrying amounts of the major classes of assets and liabilities which are included
in assets and liabilities of discontinued operations in the accompanying Consolidated Balance Sheets as of December 31, 2022:
(In millions)
Assets:
Cash and cash equivalents
Trade receivables, net of allowances
Contract assets
Inventories
Other current assets
Total current assets of discontinued operations
Property, plant and equipment, net of accumulated depreciation of $40.4
Goodwill
Intangible assets, net
Other assets
Total non-current assets of discontinued operations
Liabilities:
Accounts payable
Advance and progress payments
Other current liabilities
Total current liabilities of discontinued operations
Total non-current liabilities of discontinued operations
December 31, 2022
$
$
$
$
$
$
$
1.4
98.5
24.5
116.1
9.0
249.5
24.5
37.7
15.3
8.3
85.8
66.4
20.9
30.5
117.8
11.1
66
NOTE 3. ACQUISITIONS
During 2022, the Company acquired 100% of the voting equity of two businesses. The Company did not make any acquisitions during
2023. A summary of the acquisitions made during 2022 is as follows:
Date
September 1, 2022
Type
Stock
Company/Product Line
Location
Bevcorp, LLC ("Bevcorp")
Eastlake, Ohio
A provider of beverage processing and packaging solutions in blending, handling, filling, and closing technologies. The Bevcorp
acquisition expands the Company's presence in the ready-to-drink carbonated beverage production market and provides significant
cross-selling opportunity in filling and seaming food and beverage applications.
July 1, 2022
Stock
Alco-food-machines GmbH &
Co. KG ("Alco")
Bad Iburg, Germany
A provider of further food processing equipment and production lines for a broad range of food applications. The Alco acquisition
extends the Company's capabilities in further processing offerings and strengthens existing full line offerings.
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.
(In millions)
Financial assets
Inventories
Property, plant and equipment
Customer relationship (3)
Patents and acquired technology (3)
Trademarks (3)
Financial liabilities
Total identifiable net assets
Cash consideration paid
Cash acquired
Net consideration
Goodwill (4)
Bevcorp(1)
Alco(2)
Total
$
20.8 $
9.1 $
33.1
5.5
127.0
3.8
10.0
11.7
0.9
9.2
4.7
3.2
(18.7)
181.5 $
(19.9)
18.9 $
294.9 $
44.0 $
5.7
3.9
289.2 $
40.1 $
29.9
44.8
6.4
136.2
8.5
13.2
(38.6)
200.4
338.9
9.6
329.3
113.4 $
25.1 $
138.5
$
$
$
$
(1)
(2)
(3)
The purchase accounting for Bevcorp was final as of March 31, 2023. During the quarter ended March 31, 2023, the
Company recorded an increase in cash consideration paid of $1.1 million due to finalization of the working capital
adjustments, and refined estimates for financial liabilities by ($1.0) million, resulting in a corresponding net increase in
residual goodwill of $0.1 million for Bevcorp.
The purchase accounting for Alco was final as of June 30, 2023. During the quarter ended March 31, 2023, the Company
made no significant measurement period adjustments for this acquisition. During the quarter ended June 30, 2023, the
Company recorded a decrease in cash consideration paid by $1.1 million due to the finalization of the working capital
adjustments, resulting in a corresponding decrease in goodwill for Alco.
The acquired intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from six to
twenty-four years. The intangible assets acquired in 2022 have weighted average useful lives of twenty-three years for
trademarks, twenty years for customer relationship, and seven years for patents and acquired technology.
(4)
The Company expects goodwill of $135.4 million from these acquisitions to be deductible for income tax purposes.
67
NOTE 4. INVENTORIES
Inventories as of December 31, consisted of the following:
(In millions)
Raw materials
Work in process
Finished goods
Gross inventories before valuation adjustments
Valuation adjustments
Net inventories
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31, consisted of the following:
(In millions)
Land and land improvements
Buildings
Machinery and equipment
Construction in process
Accumulated depreciation
Property, plant and equipment, net
NOTE 6. OTHER ASSETS
2023
2022
$
28.7 $
48.1
181.8
258.6
(19.7)
238.9 $
$
33.6
54.6
195.0
283.2
(19.2)
264.0
2023
2022
$
15.2 $
119.6
408.3
21.6
564.7
(316.7)
248.0 $
$
14.9
113.1
401.3
22.1
551.4
(306.0)
245.4
Other assets as of December 31, consisted of the following:
(In millions)
Capitalized software
Cloud computing arrangement implementation costs
Other
Total other assets
2023
2022
Carrying
Amount
Accumulated
Amortization
Carrying
Amount
Accumulated
Amortization
$
$
119.0 $
49.9 $
120.7 $
31.6
102.5
253.1 $
9.4
—
59.3 $
11.8
90.3
222.8 $
34.9
4.8
—
39.7
Capitalized software amortization expense was $14.4 million, $4.5 million, and $3.7 million for 2023, 2022, and 2021, respectively.
Amortization expense related to cloud computing arrangement implementation costs was $2.2 million, $1.3 million, and $1.3 million
for 2023, 2022, and 2021, respectively.
68
NOTE 7. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill were as follows:
(In millions)
Balance as of January 1, 2022
Acquisitions
Currency translation
Balance as of December 31, 2022
Acquisitions
Currency translation
Balance as of December 31, 2023
Intangible assets consisted of the following:
(In millions)
Customer relationships
Patents and acquired technology
Trademarks
Indefinite lived intangibles assets
Other
Total intangible assets
$
$
646.7
141.0
(17.6)
770.1
(1.0)
10.4
779.5
2023
2022
Carrying
Amount
Accumulated
Amortization
Carrying
Amount
Accumulated
Amortization
$
424.6 $
148.0 $
420.8 $
118.6
173.3
54.3
10.5
8.8
109.1
16.7
—
8.8
169.6
53.1
10.4
8.6
90.6
14.6
—
8.6
$
671.5 $
282.6 $
662.5 $
232.4
Intangible asset amortization expense was $46.1 million, $41.1 million, and $36.7 million for 2023, 2022 and 2021, respectively.
Annual amortization expense for intangible assets is estimated to be $44.2 million in 2024, $43.2 million in 2025, $41.5 million in
2026, $38.1 million in 2027, and $34.1 million in 2028.
NOTE 8. DEBT
The components of the Company's borrowings as of December 31, were as follows:
(In millions)
Revolving credit facility (1)
Less: unamortized debt issuance costs
Revolving credit facility, net
Convertible senior notes (2)
Less: unamortized debt issuance costs
Convertible senior notes, net
Long-term debt, net
Maturity Date
2023
2022
December 14, 2026
$
May 15, 2026
$
$
$
$
250.0 $
(0.8)
249.2 $
402.5 $
(5.3)
397.2 $
584.6
(2.2)
582.4
402.5
(7.6)
394.9
646.4 $
977.3
(1) Weighted-average interest rate at December 31, 2023 was 6.75%
(2) Effective interest rate for the Notes (as defined below) for the quarter ended December 31, 2023 was 0.82%
69
Components of interest expense recognized for the 0.25% Convertible Senior Notes due 2026 (the "Notes") were as follows for the
years ended December 31:
(In millions)
Contractual interest expense
Interest cost related to amortization of issuance costs
Total interest expense
Five-year Revolving Credit Facility
2023
2022
2021
$
$
1.0 $
2.2
3.2 $
1.0 $
2.2
3.2 $
0.6
1.3
1.9
On June 19, 2018, the Company entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National
Association, as administrative agent, and the other lenders party thereto. The Credit Agreement provided for a $1 billion revolving
credit facility that matures in June 2023. The borrowings under the Credit Agreement were used to repay in full all outstanding
indebtedness under the previous credit agreement. On May 25, 2021, the Company entered into the first amendment to the
Credit Agreement to permit the issuance of the Convertible Senior Notes described below. On December 14, 2021, the Company
entered into the second amendment to increase its borrowing limit from $1 billion to $1.3 billion, extend the maturity of the Credit
Agreement from June 2023 to December 2026, and modified the leverage calculation to differentiate between secured debt and total
debt. Revolving loans under the credit facility bear interest, at the Company's option, at 1) SOFR (subject to a floor rate of zero) plus
10 basis points, or 2) an alternative base rate (which is the greater of Wells Fargo’s Prime Rate, the Federal Funds Rate plus 50 basis
points, or SOFR (subject to a floor rate of zero) plus 1.1% , plus, in each case, a margin dependent on the leverage ratio.
The Company is required to make periodic interest payments on borrowed amounts and to pay an annual commitment fee of 15.0 to
30.0 basis points, depending on its leverage ratio. As of December 31, 2023, the Company had $250.0 million drawn on and $1,043.8
million of availability under the revolving credit facility. The ability to use this availability is limited by the leverage ratio covenant
described below.
The obligations under the Credit Agreement are guaranteed by the Company’s domestic and certain foreign subsidiaries and
subsequently formed or acquired subsidiaries (the “Guarantors”). The obligations under the Credit Agreement are secured by a first-
priority security interest in substantially all of the Guarantor’s tangible and intangible personal property and a pledge of the capital
stock of permitted borrowers and certain Guarantors.
The Company's credit facility includes restrictive covenants that, if not met, could lead to renegotiation of its credit facility, a
requirement to repay its borrowings, and/or a significant increase in its cost of financing. Restrictive covenants include a minimum
interest coverage ratio, a maximum leverage ratio, as well as certain events of default.
Convertible Senior Notes
On May 28, 2021, the Company closed a private offering of $402.5 million aggregate principal amount of the Company's 0.25%
Convertible Senior Notes due 2026 (the "Notes") to qualified institutional buyers, resulting in net proceeds of approximately
$392.2 million after deducting initial purchasers’ discounts of the Notes. Interest on the Notes has accrued from May 28, 2021 and is
payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021, at a rate of 0.25% per
year. The Notes will mature on May 15, 2026 unless earlier converted, redeemed or repurchased. No sinking fund is provided for the
Notes.
The initial conversion rate of the Notes is 5.8958 shares of the Company's common stock per $1,000 principal amount of notes, which
is equivalent to an initial conversion price of approximately $169.61 per share. The conversion rate of the Notes is subject to
adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as
defined in the indenture governing the Notes (the "Indenture")) or upon a notice of redemption, the Company will, in certain
circumstances, increase the conversion rate for a holder that elects to convert its Notes in connection with such make-whole
fundamental change or notice of redemption, as the case may be.
70
On or after March 20, 2024, the Company has the option to redeem for cash all or part of the Notes, if the last reported sales price of
the Company's common stock (the "common stock") has been at least 130% of the conversion price then in effect for at least 20
trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides
redemption notice, during any 30 consecutive trading days ending on, and including, the last trading day immediately before the date
the Company sends the related redemption notice. The redemption price of each Note to be redeemed will be the principal amount of
such note, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all the
outstanding Notes, at least $100 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of
the relevant redemption notice date.
Prior to the close of business on the business day immediately preceding February 15, 2026, the Notes are convertible at the option of
the holders only under the following circumstances:
•
•
•
•
during any calendar quarter commencing after the calendar quarter ending on September 30, 2021 (and only during such
calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive)
during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding
calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the
trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the
product of the last reported sale price of the common stock and the conversion rate on each such trading day;
if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day
immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or
upon the occurrence of certain corporate events, as specified in the Indenture governing the Notes.
At any time on or after February 15, 2026, holders may convert their Notes at their option, and in multiples of $1,000 principal
amount, without regard to the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal
amount of the Notes and for the remainder of our conversion obligation in excess of the aggregate principal amount will pay or deliver
cash, shares of common stock, or a combination of cash and shares of common stock at the Company’s election.
The Notes were not convertible during the year ended December 31, 2023 and none have been converted to date. Also given the daily
average market price of the common stock has not exceeded the exercise price since inception, there is no impact to the diluted
earnings per share.
Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders may require the
Company to repurchase for cash all or any portion of their Notes in multiples of $1,000 principal amounts, at its repurchase price, plus
accrued and unpaid interest to, but excluding, the repurchase date.
The Notes are senior unsecured obligations and rank equally in right of payment with all of the Company's existing unsubordinated
debt and senior in right of payment to any future debt that is expressly subordinated in right of payment to the Notes. The Notes will
be effectively subordinated to any of the Company's existing and future secured debt to the extent of the assets securing such
indebtedness.
The Indenture includes customary terms and covenants, including certain events of default after which the Notes may become due and
payable immediately.
Convertible Note Hedge Transactions
In conjunction with the Notes, the Company paid an aggregate amount of $65.6 million for the Convertible Note Hedge Transactions
(the "Hedge Transactions"). The Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the
Notes, approximately 2.4 million shares of the Company's common stock. These are the same number of shares initially underlying
the Notes, at a strike price of $169.61, subject to customary adjustments. The Hedge Transactions will expire upon the maturity of the
Notes, subject to earlier exercise or termination.
The Hedge Transactions are expected generally to reduce the potential dilutive effect of the conversion of the Notes and/or offset any
cash payments the Company is required to make in excess of the principal amount of the converted Notes, in the event that the market
price per share of the Company's common stock, as measured under the terms of the Hedge Transactions, is greater than the Hedge
Transactions strike price of $169.61. The Hedge Transactions meet the criteria in ASC 815-40 to be classified within Stockholders'
Equity, and therefore these transactions are not revalued after their issuance.
71
The Company made a tax election to integrate the Notes and the Hedge Transactions. The accounting impact of this tax election makes
the Hedge Transactions deductible as original issue discount interest for tax purposes over the term of the note, and resulted in a
$17.1 million deferred tax asset recorded as an adjustment to Additional paid-in capital on the Balance Sheet as of December 31, 2023
and 2022.
Warrant Transactions
In addition, concurrently with entering into the Hedge Transactions, the Company separately entered into privately-negotiated Warrant
Transactions (the "Warrant Transactions"), whereby the Company sold to the counterparties warrants to acquire, collectively, subject
to anti-dilution adjustments, 2.4 million shares of its common stock at an initial strike price of $240.02 per share. The Company
received aggregate proceeds of $29.5 million from the Warrant Transactions with the counterparties, with such proceeds partially
offsetting the costs of entering into the Hedge Transactions. The warrants expire in August 2026. If the market value per share of the
common stock, exceeds the strike price of the warrants, the warrants will have a dilutive effect on our earnings per share, unless the
Company elects, subject to certain conditions, to settle the warrants in cash. The warrants meet the criteria in ASC 815-40 to be
classified within Stockholders' Equity, and therefore the warrants are not revalued after issuance.
NOTE 9. INCOME TAXES
Domestic and foreign components of income from continuing operations before income taxes and non-controlling interests for the
years ended on December 31, are shown below:
(In millions)
Domestic
Foreign
Income before income taxes
2023
2022
2021
$
$
65.8 $
87.3
46.6 $
73.4
153.1 $
120.0 $
40.4
79.1
119.5
The provision for income taxes related to income from continuing operations for the years ended on December 31, consisted of:
(In millions)
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Provision for income taxes
2023
2022
2021
$
$
$
$
$
17.7 $
16.1 $
5.2
22.2
5.0
14.2
45.1 $
35.3 $
(18.9) $
(14.0) $
(2.9)
0.2
(21.6) $
23.5 $
(2.9)
(2.2)
(19.1) $
16.2 $
1.6
0.5
28.1
30.2
(1.5)
1.3
(3.0)
(3.2)
27.0
The Company included in the tax provision for the year ended December 31, 2021 an immaterial correction of the rate applied since
2017 to a deferred tax liability associated with an investment in a subsidiary.
72
Significant components of deferred tax assets and liabilities at December 31, were as follows:
(In millions)
Deferred tax assets attributable to:
Accrued pension and other postretirement benefits
Accrued expenses and accounts receivable allowances
Loss carryforwards
Inventories
Stock-based compensation
Operating lease liabilities
Convertible bond
Research and development costs
Credit carryforwards
Other
Total deferred tax assets
Valuation allowance
Deferred tax assets, net of valuation allowance
Deferred tax liabilities attributable to:
Investment in subsidiary
Property, plant and equipment
Goodwill and intangibles
Right to use lease assets
Net investment hedges
Total deferred tax liabilities
Net deferred tax liabilities
2023
2022
$
5.9 $
12.4
8.7
8.4
5.8
10.2
8.5
42.2
3.2
4.7
110.0 $
(6.0)
104.0 $
9.4 $
21.3
60.1
10.1
3.2
104.1 $
(0.1) $
$
$
$
$
$
8.8
16.0
6.9
9.9
4.2
10.6
11.7
24.7
5.4
3.3
101.5
(2.6)
98.9
9.3
26.1
67.9
10.6
7.7
121.6
(22.7)
Included in deferred tax assets are tax benefits related to net operating loss carryforwards attributable to foreign and domestic
operations. The net tax effect of state and foreign loss carryforwards at year-end 2023 totaled $7.6 million. Of this amount, $7.1
million are available to offset future taxable income in several jurisdictions indefinitely, and $0.5 million are available to offset future
taxable income through 2042. Of the tax effected losses, approximately $2.0 million in Belgium and the Netherlands are subject to a
full valuation allowance, as management has concluded that, based on the available evidence, it is more likely than not that the
deferred tax assets will not be fully utilized.
Included in deferred tax assets at December 31, 2023 are $2.9 million of research and development credit carryforwards, of which
$2.6 million are U.S. state credits that will expire beginning in 2030, if unused. Of the $2.6 million, approximately $0.6 million are
subject to a full valuation allowance, as management has concluded that, based on the available evidence, it is more likely than not
that the deferred tax assets will not be fully utilized.
73
The effective income tax rate was different from the statutory U.S. federal income tax rate due to the following:
Statutory U.S. federal tax rate
Net difference resulting from:
Research and development tax incentives
Foreign earnings subject to different tax rates
State income taxes
Foreign tax credits
Effect of UK law change
Global intangible low-taxed income (GILTI)
Stock based compensation - excess tax benefit
Remeasurement of deferred tax liability
Valuation allowance
Disposition of subsidiary
Other
Total difference
Effective income tax rate
2023
2022
2021
21 %
21 %
21 %
(5)
2
2
(5)
—
5
—
—
3
(7)
(1)
(7)
3
2
(6)
—
6
(2)
—
1
—
(4)
(6) %
15 %
(7) %
14 %
(4)
4
2
(2)
4
—
—
(4)
—
—
2
2 %
23 %
The Company considers the unremitted earnings of certain foreign subsidiaries indefinitely reinvested. With respect to these
subsidiaries, the Company has not provided deferred taxes on unremitted earnings of approximately $108 million. The amount of
unrecognized deferred tax liabilities associated with these earnings is approximately $3.3 million.
As of December 31, 2023, the Company has recorded estimated deferred taxes of $9.4 million for income and withholding taxes
related to the Company's foreign subsidiaries that are not permanently reinvested.
As of December 31, 2023 the Company had approximately $0.3 million of unrecognized tax benefits that, if recognized, would impact
the Company's effective tax rate.
The Organization for Economic Co-operation and Development (OECD) has established a framework to implement a global minimum
corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar Two), with certain
aspects of Pillar Two effective January 1, 2024 and other aspects effective January 1, 2025, depending on the jurisdictions in which
the Company operates. While it is uncertain whether the U.S. will enact legislation to adopt Pillar Two, certain countries in which the
Company operates have enacted legislation, and other countries are in the process of introducing legislation, to implement Pillar Two.
The Company does not expect Pillar Two to have a material impact on the effective tax rate, consolidated results of operation,
financial position, or cash flows.
In our major jurisdictions, including the United States, Belgium, Brazil, the Netherlands, Sweden, and the United Kingdom, tax years
are typically subject to examination for three to five years.
NOTE 10. PENSION AND POST-RETIREMENT AND OTHER BENEFIT PLANS
The Company sponsors qualified and nonqualified defined benefit pension plans that together cover many of its U.S. employees. The
plans provide defined benefits based on years of service and final average salary. The Company also sponsors a noncontributory plan
that provides post-retirement life insurance benefits ("OPEB") to some of its U.S. employees. Non-U.S. based employees are eligible
to participate in either Company-sponsored or government-sponsored benefit plans to which the Company contributes. The Company
also sponsors separate defined contribution plans that cover substantially all of its U.S. employees and some non-U.S. employees.
74
The funded status of is pension plans, together with the associated balances recognized in its consolidated financial statements as of
December 31, 2023 and 2022, were as follows:
(In millions)
Projected benefit obligation at January 1
Service cost
Interest cost
Actuarial (gain) loss
Plan participants' contributions
Benefits paid
Currency translation adjustments
Projected benefit obligation at December 31
Fair value of plan assets at January 1
Company contributions
Actual return on plan assets
Plan participants' contributions
Benefits paid
Currency translation adjustments
Fair value of plan assets at December 31
Funded status of the plans (liability) at December 31
Amounts recognized in the Consolidated Balance Sheets at December 31
Other current liabilities
Accrued pension and other post-retirement benefits, less current portion
Net amount recognized
2023
2022
$
269.2 $
357.7
1.1
12.8
6.9
0.2
(17.8)
1.7
274.1 $
237.7 $
11.9
17.2
0.2
(17.8)
0.7
249.9 $
(24.2) $
(1.6)
(22.6)
(24.2) $
1.7
7.4
(76.2)
0.2
(16.9)
(4.7)
269.2
301.7
3.3
(49.7)
0.2
(16.9)
(0.9)
237.7
(31.5)
(1.5)
(30.0)
(31.5)
$
$
$
$
$
The liability associated with the OPEB plan included in the consolidated financial statements was $2.2 million and $2.3 million as of
December 31, 2023 and 2022, respectively.
Amounts recognized in accumulated other comprehensive loss at December 31, 2023 and 2022 were $179.2 million and $177.3
million, respectively for pensions, and $(0.3) million and $(0.4) million for the OPEB plan, respectively. These amounts were
primarily unrecognized actuarial gains and losses.
The accumulated benefit obligation for all pension plans was $268.8 million and $265.0 million at December 31, 2023 and 2022,
respectively. All pension plans had accumulated benefit obligations in excess of plan assets as of December 31, 2023. For the year
ended December 31, 2023, accumulated benefit obligation for the pension plans increased primarily due to actuarial losses incurred
from the decrease in discount rates driven by a decrease in bond yields.
Pension costs (income) for the years ended December 31, were as follows:
(In millions)
Service cost
Interest cost
Expected return on plan assets
Amortization of net actuarial loss
Settlement loss recognized
Total costs
2023
2022
2021
$
1.1 $
12.8
(17.1)
5.0
—
1.7 $
7.4
2.2
6.4
(15.7)
(15.6)
8.0
0.2
7.7
0.1
0.8
$
1.8 $
1.6 $
OPEB plan costs were not material for the years ended December 31, 2023, 2022, and 2021.
75
Pre-tax changes in projected benefit obligations and plan assets recognized in other comprehensive loss during 2023 for the OPEB
plan were not material and for the pension plans were as follows:
(In millions)
Actuarial gain
Amortization of net actuarial loss
Net income recognized in other comprehensive income
Total recognized in net periodic benefit cost and other comprehensive income
Pensions
$
$
$
6.8
(5.0)
1.8
3.6
The Company uses a corridor approach to recognize actuarial gains and losses that result from changes in actuarial assumptions. The
corridor approach defers all actuarial gains and losses resulting from changes in assumptions in other accumulated other
comprehensive income (loss), such as those related to changes in the discount rate and differences between actual and expected returns
on plan assets. These unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the higher of the
market-related value of the assets or the projected benefit obligation for each respective plan. The amortization is on a straight-line
basis over the life expectancy of the plan’s participants for the frozen plans and the expected remaining service periods for the other
plans.
Beginning in 2010, the U.S. defined benefit plans were frozen to new entrants and future benefit accruals for non-union participants
were discontinued.
The following weighted-average assumptions were used to determine the benefit obligations for the pension plans:
Discount rate
Rate of compensation increase
2023
2022
2021
4.74 %
2.56 %
5.02 %
2.55 %
2.67 %
3.77 %
The following weighted-average assumptions were used to determine net periodic benefit cost for the pension plans:
Discount rate
Rate of compensation increase
Expected rate of return on plan assets
2023
2022
2021
5.00 %
2.56 %
6.08 %
2.86 %
2.55 %
5.42 %
2.32 %
3.77 %
5.58 %
The estimate of the expected rate of return on plan assets is based primarily on the historical performance of plan assets, asset
allocation, current market conditions and long-term growth expectations.
Plan assets
The Company's pension investment strategy balances the requirements to generate returns using higher-returning assets, such as equity
securities, with the need to control risk in the pension plan with less volatile assets, such as fixed-income securities. Risks include,
among others, the likelihood of the pension plans being underfunded, thereby increasing their dependence on Company contributions.
The assets are managed by professional investment firms and performance is evaluated against specific benchmarks.
Target asset allocations and actual allocations as of December 31, 2023 and 2022 were as follows:
Equity
Fixed income
Real estate and other
Cash
Target
0% - 15%
60% - 100%
0% - 15%
0% - 10%
2023
—%
88%
8%
4%
100%
2022
29%
64%
6%
1%
100%
76
Actual pension plans’ asset holdings by category and level within the fair value hierarchy are presented in the following table:
(In millions)
Total
Level 1
Level 2
Total
Level 1
Level 2
Cash and cash equivalents
$
8.7 $
8.7 $
— $
2.8 $
2.8 $
—
As of December 31, 2023
As of December 31, 2022
Equity securities:
All caps(1)
International(2)
Infrastructure(3)
Fixed income securities:
Government securities(4)
Corporate bonds(5)
Other investments(6)
Total assets at fair value
Investments valued using NAV as a
practical expedient(7)
Total assets
$
$
—
—
—
55.2
125.8
15.3
—
—
—
—
—
—
—
—
—
55.2
125.8
15.3
15.6
39.2
10.3
32.5
109.3
13.7
—
—
10.3
—
—
—
205.0 $
8.7 $
196.3 $
223.4 $
13.1 $
15.6
39.2
—
32.5
109.3
13.7
210.3
44.7
249.7
14.3
237.7
$
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Includes funds that invest in large, medium and small cap equity securities.
Includes funds that invest primarily in international equity securities.
Includes funds that invest primarily in infrastructure equity securities.
Includes U.S. government securities and funds that invest primarily in U.S. government bonds, including treasury inflation
protected securities.
Includes funds that invest in investment grade bonds, high yield bonds and mortgage-backed fixed income securities.
Includes funds that invest primarily in commodities and investments in insurance contracts held by the Company's foreign
pension plans.
The Company elected the practical expedient to characterize certain new investments which are measured at net asset values
("NAV") that have not been classified in the fair value hierarchy.
The fair value of assets classified as Level 1 is based on unadjusted quoted prices in active markets for identical assets. The fair value
of assets classified as Level 2 is based on quoted prices for similar assets or based on valuations made using inputs that are either
directly or indirectly observable as of the reporting date. Such inputs include net asset values reported at a minimum on a monthly
basis by investment funds or contract values provided by the issuing insurance company. The Company is able to sell any of its
investment funds with notice of no more than 30 days. For more information on the fair value hierarchy, see Note 17. Fair Value of
Financial Instruments.
Contributions
The Company expects to contribute $3.5 million to its pension and other post-retirement benefit plans in 2024. The pension
contributions will be primarily for the non-U.S. pension plans. All of the contributions are expected to be in the form of cash.
77
Estimated future benefit payments
The following table summarizes expected benefit payments from various pension benefit plans through 2032. Actual benefit payments
may differ from expected benefit payments.
(In millions)
2024
2025
2026
2027
2028
2029-2033
Savings Plans
$
Pensions
18.6
19.7
20.8
19.8
19.5
98.3
U.S. and some international employees participate in defined contribution savings plans that the Company sponsors. These plans
generally provide company matching contributions on participants’ voluntary contributions and/or company non-elective
contributions. Additionally, certain highly compensated employees participate in a non-qualified deferred compensation plan, which
also allows for company matching contributions and company non-elective contributions on compensation in excess of the Internal
Revenue Code Section 401(a) (17) limit. The expense for matching contributions was $13.6 million, $11.9 million, and $10.4 million
in 2023, 2022 and 2021, respectively.
NOTE 11. 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 post-retirement
benefits plans, derivatives designated as hedges, and foreign currency translation adjustments. Changes in the AOCI balances for the
years ended December 31, 2023 and 2022 by component are shown in the following table:
(In millions)
Balance as of January 1, 2022
Other comprehensive income (loss) before reclassification
Amounts reclassified from accumulated other comprehensive income
8.5
6.1
Balance as of December 31, 2022
$
(130.9) $
Other comprehensive income (loss) before reclassification
Amounts reclassified from accumulated other comprehensive income
(5.5)
3.7
Balance as of December 31, 2023
$
(132.7) $
(1)
All amounts are net of income taxes.
Pension and
Other Post-
retirement
Benefits(1)
Derivatives
Designated as
Hedges(1)
Foreign
Currency
Translation(1)
Total(1)
$
(145.5) $
1.8 $
14.7
(1.7)
14.8 $
2.4
(8.0)
9.2 $
(53.7) $
(36.7)
2.2
(197.4)
(13.5)
6.6
(88.2) $
(204.3)
17.0
(1.1)
13.9
(5.4)
(72.3) $
(195.8)
Reclassification adjustments from AOCI into earnings for pension and other post-retirement benefits plans for the year ended
December 31, 2023 were $5.0 million of charges to pension expense (income), other than service cost, net of $1.3 million income tax
benefit. Reclassification adjustments for derivatives designated as hedges for the year ended December 31, 2023 were $10.8 million of
interest income, net of $2.8 million income tax provision. Reclassification adjustments for foreign currency translation related to net
investment hedges for the year ended December 31, 2023 were $1.5 million of benefit in interest expense, net of $0.4 million income
tax provision.
Reclassification adjustments from AOCI into earnings for pension and other post-retirement benefits plans for the year ended
December 31, 2022 were $8.2 million of charges to pension expense (income), other than service cost, net of $2.1 million income tax
benefit. Reclassification adjustments for derivatives designated as hedges for the year ended December 31, 2022 were $2.4 million of
benefit in interest expense, net of $0.7 million income tax provision. Reclassification adjustments for foreign currency translation
related to net investment hedges for the year ended December 31, 2022 were $2.9 million of benefit in interest expense, net of $0.7
million in provision for income taxes.
78
NOTE 12. STOCK-BASED COMPENSATION
The Company recorded stock-based compensation expense and related income tax effects for the years ended December 31, as
follows:
(In millions)
Stock-based compensation expense
Tax benefit recorded in consolidated statements of income
2023
2022
2021
$
$
11.4 $
2.9 $
8.9 $
4.6 $
5.5
1.9
As of December 31, 2023, there was $16.0 million of unrecognized stock-based compensation expense for outstanding awards
expected to be recognized over a weighted average period of 1.8 years.
Incentive Compensation Plan
The Company sponsors a stock-based compensation plan (the “Incentive Compensation Plan”) that provides certain incentives and
awards to its officers, employees, directors and consultants. The Incentive Compensation Plan allows the Compensation Committee
(the “Committee”) of the Board of Directors to make various types of awards to eligible individuals. Awards that may be issued
include common stock, stock options, stock appreciation rights, restricted stock and stock units.
Restricted stock unit awards specify any applicable performance goals, the time and rate of vesting and such other provisions as
determined by the Committee. Restricted stock units generally vest after 3 years of service, but may also vest upon a change of control
as defined in the Incentive Compensation Plan. The 2017 Incentive Compensation Plan was approved by stockholders in May 2017.
The 2017 Incentive Compensation Plan replaced the prior incentive compensation plan (the “2008 Incentive Compensation Plan”).
The aggregate number of shares of common stock that are authorized for issuance under the 2017 Incentive Compensation Plan is (i)
1,000,000 shares, plus (ii) the number of shares of common stock that remained available for issuance under the 2008 Incentive
Compensation Plan on the effective date of the 2017 Incentive Compensation Plan, plus (iii) the number of shares of common stock
that were subject to outstanding awards under the 2008 Incentive Compensation Plan on the effective date of the 2017 Incentive
Compensation Plan that are canceled, forfeited, returned or withheld without the issuance of shares thereunder.
Impact of Retirement on Outstanding Awards
In the event of an executive officer’s retirement from the Company upon or after attaining age 62 and a specified number of years of
service, any nonvested awards remain outstanding after retirement and vest on the originally scheduled vesting date. This permits
flexibility in retirement planning, permits the Company to provide an incentive for the vesting period and does not penalize employees
who receive awards as incentive compensation when they retire.
Restricted Stock Units
A summary of the nonvested restricted stock units as of December 31, 2023 and changes during the year is presented below:
Nonvested at December 31, 2022
Granted
Vested
Forfeited
Nonvested at December 31, 2023
Shares
Weighted-Average
Grant-Date
Fair Value
413,736 $
195,051 $
(52,616) $
(65,918) $
490,253 $
84.91
109.28
114.70
118.22
82.17
The Company grants time-based and performance-based restricted stock units with a vesting period of one to three years, but vesting
periods can vary based on the discretion of the Committee. The fair value of these awards is determined using the market value of
common stock on the grant date. Compensation cost is recognized over the lesser of the stated vesting period or the period until the
employee meets the retirement eligible age and service requirements under the plan.
79
The number of shares to be issued for performance-based restricted stock units awards made in 2023, 2022, and 2021, is dependent
upon performance over the three year period ending December 31st of the respective term, with respect to cumulative diluted earnings
per share from continuing operations and average operating return on invested capital (ROIC). The payout for 2023 grants of
performance-based units is also dependent and may increase or decrease by 20% if the Company’s three year total shareholder return
is within the top quartile or bottom quartile, respectively, of the comparator group of the Standard & Poor’s 1500 Industrial Machinery
index. ROIC is defined as net income plus after tax net interest expense divided by average invested capital, which is an average of
total shareholders equity plus debt plus future pension expenses held in AOCI less cash and cash equivalents. Based on results
achieved in 2023, 2022, and 2021, and the forecasted amounts over the remainder of the performance period, the Company expects to
issue a total of 80,839, 68,608, and 19,702, shares at the vesting dates in February 2026, February 2025, and March 2024, respectively.
Compensation cost has been measured in 2023 based on these expectations.
The following summarizes values for restricted stock activity in each of the years in the three year period ended December 31:
Weighted-average grant-date fair value of restricted stock units granted
Fair value of restricted stock vested (in millions)
2023
2022
2021
$
$
109.28 $
107.53 $
142.32
5.6 $
14.5 $
7.9
NOTE 13. STOCKHOLDERS’ EQUITY
The following is a summary of capital stock activity (in shares) for the year ended December 31, 2023:
December 31, 2022
Stock awards issued
Treasury stock purchases
December 31, 2023
Common
Stock Outstanding
Common Stock
Held in Treasury
31,803,721
35,969
(49,992)
31,789,698
57,959
(35,969)
49,992
71,982
On December 1, 2021, the Board authorized a share repurchase program of up to $30 million of the Company's common stock,
effective January 1, 2022 through December 31, 2024, which replaced the prior share repurchase program. Shares may be purchased
from time to time in open market transactions, subject to market conditions. Repurchased shares become treasury shares, which are
accounted for using the cost method and are intended to be used for future awards under the Incentive Compensation Plan.
NOTE 14. REVENUE RECOGNITION
Transaction price allocated to the remaining performance obligations
The Company has estimated that $678.2 million in revenue is expected to be recognized in the future periods related to remaining
performance obligations from the Company's contracts with customers outstanding as of December 31, 2023. The Company expects to
complete these obligations and recognize 93% as revenue in 2024 and the remainder in 2025.
80
Disaggregation of Revenue
In the following table, revenue is disaggregated by type of good or service, primary geographical market, and timing of recognition.
The table also includes a reconciliation of the disaggregated revenue to total revenue.
(In millions)
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)
December 31,
2023
2022
2021
$
$
845.6 $
751.1 $
818.8
839.2
662.0
738.8
1,664.4 $
1,590.3 $
1,400.8
$
1,014.4 $
958.1 $
421.4
143.3
85.3
395.0
140.6
96.6
777.0
364.0
174.2
85.6
$
1,664.4 $
1,590.3 $
1,400.8
$
$
848.0 $
796.3 $
816.4
794.0
661.2
739.6
1,664.4 $
1,590.3 $
1,400.8
Recurring revenue includes revenue from aftermarket parts and services, re-build services on customer owned equipment,
operating leases of equipment, and subscription-based software applications. Non-recurring revenue includes new equipment
and installation and the sale of software licenses.
(2)
Geographical region represents the region in which the end customer resides.
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:
(In millions)
Contract Assets
Contract Liabilities
Balances as of
December 31, 2023 December 31, 2022 December 31, 2021
$
74.5 $
156.5
65.1 $
161.2
69.0
156.5
The revenue recognized during the year ended December 31, 2023, 2022 and 2021 that was included in contract liabilities at the
beginning of the period amounted to $150.0 million, $135.4 million, and $100.1 million respectively. The Company assumed contract
liabilities from acquisitions in the amount of $19.1 million and $2.5 million in the years 2022 and 2021, respectively. The remainder
of the change from December 31, 2023, December 31, 2022 and December 31, 2021 is driven by the timing of advance and milestone
payments received from customers, customer returns, and fulfillment of performance obligations. There were no significant changes in
the contract balances other than those described above.
81
NOTE 15. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share ("EPS") from net income for the respective
periods and basic and diluted shares outstanding:
(In millions, except per share data)
Basic earnings per share:
Income from continuing operations
Income from discontinued operations, net of tax
Net income
Weighted average number of shares outstanding
Basic earnings per share from:
Continuing operations
Discontinued operations
Net income
Diluted earnings per share:
Income from continuing operations
Income from discontinued operations, net of tax
Net income
Weighted average number of shares outstanding
Effect of dilutive securities:
Restricted stock
Total shares and dilutive securities
Diluted earnings per share from:
Continuing operations
Discontinued operations
Net income
2023
2022
2021
129.3 $
103.8 $
453.3
33.6
582.6 $
137.4 $
32.0
32.0
4.04 $
14.17
18.21 $
3.24 $
1.05
4.29 $
129.3 $
103.8 $
453.3
33.6
582.6 $
137.4 $
32.0
0.1
32.1
32.0
0.1
32.1
4.02 $
14.11
18.13 $
3.23 $
1.05
4.28 $
92.5
26.6
119.1
32.0
2.89
0.83
3.72
92.5
26.6
119.1
32.0
0.1
32.1
2.88
0.83
3.71
$
$
$
$
$
$
$
$
NOTE 16. DERIVATIVE FINANCIAL INSTRUMENTS AND CREDIT RISK
Derivative financial instruments
All derivatives are recorded as assets or liabilities in the Consolidated Balance Sheets 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. The Company's major foreign currency exposures involve the
markets in Western Europe, South America and Asia. Some sales and purchase contracts contain embedded derivatives due to the
nature of doing business in certain jurisdictions, which the Company takes into consideration as part of its risk management policy.
The purpose of 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 one year in managing this foreign exchange rate risk. The Company has not
designated these forward foreign exchange contracts, which had a notional value at December 31, 2023 of $520.9 million, as hedges
and therefore does not apply hedge accounting.
82
The fair values of our foreign currency and commodity derivative assets are recorded within other current assets and other assets, and
the fair values of foreign currency and commodity derivative liabilities are recorded within other current liabilities and other liabilities.
The following table presents the fair value of foreign currency derivatives and embedded derivatives included within the Balance
Sheet:
(In millions)
Total
Derivative Assets
Derivative Liabilities
Derivative Assets
Derivative Liabilities
$
13.6 $
3.0 $
4.5 $
7.2
As of December 31, 2023
As of December 31, 2022
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 it to net settle for transactions with the same counterparty. However, the Company does
not net settle with such counterparties. As a result, the Company presents derivatives at their gross fair values in the Consolidated
Balance Sheets.
As of December 31, 2023 and 2022, information related to these offsetting arrangements was as follows:
(In millions)
Offsetting of Assets
As of December 31, 2023
Gross Amounts of
Recognized Assets
Gross Amounts
Offset in the
Consolidated
Balance Sheets
Amount
Presented in the
Consolidated
Balance Sheets
Amount Subject
to Master Netting
Agreement
Net Amount
Derivatives
$
25.8 $
— $
25.8 $
(2.3) $
23.5
Offsetting of Liabilities
Gross Amounts of
Recognized
Liabilities
Gross Amounts
Offset in the
Consolidated
Balance Sheets
As of December 31, 2023
Amount
Presented in the
Consolidated
Balance Sheets
Amount Subject
to Master Netting
Agreement
Net Amount
Derivatives
$
2.3 $
— $
2.3 $
(2.3) $
—
(In millions)
Offsetting of Assets
As of December 31, 2022
Gross Amounts of
Recognized Assets
Gross Amounts
Offset in the
Consolidated
Balance Sheets
Amount
Presented in the
Consolidated
Balance Sheets
Amount Subject
to Master Netting
Agreement
Net Amount
Derivatives
$
33.0 $
— $
33.0 $
(3.0) $
30.0
Offsetting of Liabilities
Gross Amounts of
Recognized
Liabilities
Gross Amounts
Offset in the
Consolidated
Balance Sheets
As of December 31, 2022
Amount
Presented in the
Consolidated
Balance Sheets
Amount Subject
to Master Netting
Agreement
Net Amount
Derivatives
$
7.3 $
— $
7.3 $
(3.0) $
4.3
83
The following table presents the location and amount of the 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 Consolidated Statements of Income:
Derivatives Not Designated as
Hedging Instruments
Location of Gain (Loss) Recognized in
Income
Amount of Gain (Loss) Recognized in
Income
(In millions)
Foreign exchange contracts
Foreign exchange contracts
Revenue
Cost of sales
Foreign exchange contracts
Selling, general and administrative expense
Commodity contracts
Income from discontinued operations
Total
Remeasurement of assets and
liabilities in foreign currencies
Net gain (loss)
2023
2022
2021
$
$
$
2.0 $
(0.2)
0.4
—
2.2 $
(1.6)
0.6 $
(7.4) $
(3.7)
2.2
(0.7)
(9.6) $
9.3
(0.3) $
(1.1)
(0.1)
1.0
—
(0.2)
(0.8)
(1.0)
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 SOFR for fixed rates. The Company has 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 December 31, 2023, the fair value of these derivatives designated as cash flow hedges is recorded in the Consolidated Balance
Sheet as other assets of $12.3 million and as accumulated other comprehensive income, net of tax, of $9.2 million. At December 31,
2022, the fair value of these derivatives designated as cash flow hedges is recorded in the Consolidated Balance Sheet as other assets
of $19.9 million and as accumulated other comprehensive income, net of tax, of $14.8 million.
Net Investment: In July 2018, the Company entered into cross currency swap agreements that synthetically swap $116.4 million of
fixed rate debt to Euro denominated fixed rate debt. The agreements were designated as net investment hedges for accounting
purposes. Accordingly, the gains or losses on these derivative instruments were included in the foreign currency translation component
of other comprehensive income. The agreements matured in July 2023 resulting in cash proceeds and a gain of $5.8 million that is
recognized in Accumulated other comprehensive loss on the Consolidated Balance Sheet as of December 31, 2023. Coupons received
for the cross currency swaps are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense
on the Consolidated Statements of Income. Coupon interest from cross currency swap agreements recorded in interest expense is
$1.5 million, $2.9 million, and $2.9 million for the years ended December 31, 2023, 2022, and 2021, respectively.
At December 31, 2022, the fair value of these derivatives designated as net investment hedges is recorded in the Consolidated Balance
Sheet as other current assets of $9.9 million and as accumulated other comprehensive income, net of tax, of $7.3 million.
Refer to Note 17. 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. The Company's maximum exposure to credit loss in
the event of non-performance by the counterparty, for all receivables and derivative contracts as of December 31, 2023, is limited to
the amount outstanding on the financial instrument. Allowances for losses are established based on collectability assessments. Refer to
Note 1. Summary of Significant Accounting Policies 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.
84
NOTE 17. 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:
(In millions)
Assets:
Investments
Derivatives
Total assets
Liabilities:
Derivatives
Total liabilities
$
$
$
$
As of December 31, 2023
As of December 31, 2022
Total
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
10.8 $
10.8 $
— $
— $
12.1 $
12.1 $
— $
25.9
—
25.9
34.3
—
34.3
36.7 $
10.8 $
25.9 $
— $
46.4 $
12.1 $
34.3 $
3.0 $
3.0 $
— $
— $
3.0 $
3.0 $
— $
— $
7.2 $
7.2 $
— $
— $
7.2 $
7.2 $
—
—
—
—
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. As of
December 31, 2023, $0.3 million of investments are recorded in other current assets in the Consolidated Balance Sheet related to
investments that are expected to be redeemed within the next twelve months. The remaining investments are reported separately in
other assets on the Consolidated Balance Sheets. Investments include an unrealized gain of $1.7 million as of December 31, 2023 and
unrealized loss of $3.9 million as of December 31, 2022.
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 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.
The carrying values and the estimated fair values of debt financial instruments as of December 31 were as follows:
(In millions)
Convertible senior notes
Revolving credit facility, expires December 14, 2026
Other
2023
2022
Carrying
Value
Estimated
Fair Value
Carrying
Value
Estimated
Fair Value
$
397.2 $
361.6 $
394.9 $
250.0
—
250.0
—
584.6
0.6
344.7
584.6
0.6
The carrying values of the Company's revolving credit facility recorded in long-term debt on the Balance Sheet approximate their fair
values due to their variable interest rates. The fair value of the Convertible senior notes is estimated using Level 2 inputs as they are
not registered securities nor listed on any securities exchange but may be traded by qualified institutional buyers.
85
NOTE 18. 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 results of operations or financial position.
However, it is possible that the ultimate resolution of such matters, if unfavorable, may be material to 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 arbitration, 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 approximately $20.0 million at December 31,
2023, represent guarantees of future performance. The Company also has provided approximately $6.1 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; the Company expects to replace them 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 eighty-five percent of the contract values. In addition, the
Company generally retains recourse to the equipment sold. As of December 31, 2023, the gross value of such arrangements was $2.1
million, of which the Company's net exposure under such guarantees was $0.4 million.
The Company provides warranties of various lengths and terms to certain 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 for products
where reliable, historical experience of warranty claims and costs exists. The Company also provides a warranty liability when
additional specific obligations are identified. The warranty obligation reflected in other current liabilities in the Consolidated Balance
Sheets 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:
(In millions)
Balance at beginning of the year
Expenses for new warranties
Adjustments to existing accruals
Claims paid
Added through acquisition
Translation
Balance at end of year
NOTE 19. LEASES
Lessee Accounting
2023
2022
$
10.8 $
9.9
(0.2)
(10.8)
—
0.2
$
9.9 $
9.4
9.5
(0.6)
(8.4)
1.3
(0.4)
10.8
The components of the Company's lease costs for the years ended December 31, were as follows:
(In millions)
Fixed lease cost
Variable lease cost
Total operating lease cost
2023
2022
2021
$
$
16.5 $
15.1 $
4.0
3.0
20.5 $
18.1 $
13.6
2.0
15.6
86
Included within operating lease costs are short-term lease costs, which were $1.4 million, $1.3 million, and $0.9 million for the years
ended December 31, 2023, 2022, and 2021, respectively, and sublease income which was immaterial for the years ended December
31, 2023, 2022, and 2021. The Company's finance lease cost was immaterial for the years ended December 31, 2023, 2022, and 2021.
Supplemental cash flow information related to the Company's leases for the years ended December 31, was as follows:
(In millions)
Operating cash flows from operating leases
Right-of-use assets obtained in exchange for new operating lease liabilities
2023
2022
2021
$
$
15.0 $
10.8 $
12.8 $
12.0 $
12.2
18.3
Financing cash flows from finance leases were immaterial for the years ended December 31, 2023, 2022, and 2021. Right-of-use
assets obtained in exchange for new finance lease liabilities were $1.2 million for the year ended December 31, 2023 and immaterial
for the years ended December 31, 2022, and 2021.
Supplemental balance sheet information related to the Company's leases as of December 31, was as follows:
(In millions)
Lease ROU assets:
Operating
Finance (a)
Total lease ROU assets
Lease liabilities:
Current:
Operating
Finance (a)
Long-term:
Operating
Finance (a)
Total lease liabilities
Balance Sheet Classification
2023
2022
Other assets
Net property, plant and equipment
Other current liabilities
Other current liabilities
Other liabilities
Other liabilities
$
$
$
37.3 $
4.7
42.0 $
12.2 $
0.9
27.2
1.4
$
41.7 $
37.5
4.0
41.5
10.5
0.5
29.1
0.9
41.0
(a)
Finance leases include real estate leases for which the Company is a lessee for an indefinite lease term. However, these
finance leases have no lease liability outstanding as of December 31, 2023 as no amounts are due under the lease.
The following table presents the weighted-average remaining lease term and discount rates for the leases for which the Company is the
lessee:
(In millions)
Weighted-average remaining lease term (years)
Operating leases
Finance leases(a)
Weighted-average discount rate
Operating leases
Finance leases(a)
2023
2022
4.3
3.0
5.3 %
5.9 %
5.3
3.0
4.7 %
4.7 %
(a)
Excludes real estate finance leases for which the Company is a lessee for an indefinite lease term and has no lease liability
outstanding as of December 31, 2023.
87
The majority of ROU assets and lease liabilities, approximately 83%, relate to real estate leases, with the remaining amount primarily
comprised of vehicle leases.
Maturity of operating and finance lease liabilities as of December 31, 2023, in millions:
Year 1(a)
Year 2
Year 3
Year 4
Year 5
After Year 5
Total lease payments
Less: Interest on lease payments
Present value of lease liabilities
(a) Represents the next 12 months
Operating Leases
Finance Leases
$
$
$
13.8 $
10.7
6.8
4.8
3.0
5.0
44.1 $
(4.7)
39.4 $
1.0
0.8
0.5
0.2
—
—
2.5
(0.2)
2.3
Refer to Note 21. Related Party Transactions for details of operating lease agreements with related parties.
Lessor Accounting
Operating Leases:
The following tables provide the required information regarding operating leases for which the Company is the lessor.
Operating Lease Revenue:
(In millions)
Fixed payment revenue
Variable payment revenue
Total
December 31, 2023
December 31, 2022
December 31, 2021
$
$
63.8 $
33.8
97.6 $
65.4 $
33.1
98.5 $
$
66.1
24.9
91.0
40.3
38.4
35.6
24.2
11.4
13.1
$
163.0
Operating Lessor Maturity Analysis as of December 31, 2023, in millions:
Year 1(a)
Year 2
Year 3
Year 4
Year 5
After Year 5
Total lease receivables
(a) Represents the next 12 months
88
Sales-Type Leases:
Sales-Type Lessor Maturity Analysis as of December 31, 2023, in millions:
Year 1(a)
Year 2
Year 3
After Year 3
Total lease receivables
(a) Represents the next 12 months
$
$
1.9
0.6
0.3
0.4
3.2
Sales-type lease revenue was $5.2 million, $4.9 million, and $11.6 million for the years ended December 31, 2023, 2022, and 2021
respectively.
Our net investment in sales-type leases were classified in the Consolidated Balance Sheets as of December 31, as follows:
(In millions)
Trade receivables, net of allowances
Other assets
Total
NOTE 20. RESTRUCTURING
2023
2022
$
$
4.8 $
2.0
6.8 $
5.4
0.9
6.3
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 all other restructuring
charges are reported as Restructuring expenses in the Statements of Income.
In the third quarter of 2020, the Company implemented a restructuring plan ("2020 restructuring plan") for manufacturing capacity
rationalization across the Company. The Company completed the 2020 restructuring plan as of June 30, 2022 and total cost in
connection with the 2020 restructuring plan was $11.0 million.
In the third quarter of 2022, the Company implemented a restructuring plan (the "2022/2023 restructuring plan") to optimize the
overall cost structure for the Company on a global basis. The initiatives under this plan include streamlining operations and enhancing
our general and administrative infrastructure. As of December 31, 2023, the Company recognized restructuring charges of
$16.8 million, net of a cumulative release of the related liability of $6.5 million. The total estimated cost, net of releases was revised in
the second quarter from $8.0 million to $10.0 million to a range of $16.0 million to $18.0 million, which was originally expected to be
recognized by the end of 2023. During the quarter we have refined our range to $17.0 million to $18.0 million and now expect the full
amount to be recognized by the first quarter of 2024. These changes are due to additional actions being taken, as well as delays in
certain actions that support our streamlining operations under this plan.
The following table details the cumulative restructuring charges reported in operating income for the 2022/2023 restructuring plan
since the implementation of this plan:
(In millions)
2022/2023 restructuring plan
Severance and related expense
Other
Total Restructuring charges
Cumulative
Amount
Balance as
of December
31, 2022
As of the Quarter Ended
March 31,
2023
June 30,
2023
September
30, 2023
December
31, 2023
Cumulative
Amount
Balance as
of December
31, 2023
$
$
5.4 $
—
5.4 $
0.6 $
—
0.6 $
2.7 $
—
2.7 $
5.2 $
(1.2) $
1.2
6.4 $
2.9
1.7 $
12.7
4.1
16.8
89
Restructuring charges, net of release of related liability, are reported in restructuring expense within the Consolidated Statements of
Income. Liability balances for restructuring activities are included in Accounts payable, trade and other and Other current liabilities in
the accompanying Consolidated Balance Sheets. The table below details the restructuring activities for the year ended December 31,
2023:
(In millions)
2022/2023 restructuring plan
Severance and related expense
Other
Total
Impacts to earnings
Balance as
of December
31, 2022
Charged to
Earnings
Releases
Cash
Payments
Balance as
of December
31, 2023
$
$
4.3 $
13.5 $
(6.2) $
—
4.1
—
4.3 $
17.6 $
(6.2) $
(7.3) $
(0.4)
(7.7) $
4.3
3.7
8.0
The Company released $6.2 million of the liability during the year ended December 31, 2023 which it no longer expects to pay in
connection with the restructuring plans due to actual severance payments differing from the original estimates and natural attrition of
employees.
NOTE 21. RELATED PARTY TRANSACTIONS
The Company is a party to agreements to lease manufacturing facilities from entities owned by certain of the Company's employees
who were former owners or employees of acquired businesses. As of December 31, 2023, the operating lease right-of-use asset and the
lease liability related to these agreements is $3.5 million and $3.7 million, respectively.
As described in Note 1. Summary of Significant Accounting Policies, the Company acquired a non-controlling interest in InnospeXion
ApS ("INX"), a manufacturer of x-ray technology. The Company purchases equipment, aftermarket parts, and services from INX,
which are included as a component of Inventories on the Consolidated Balance Sheets, Cost of products, or Cost of services in the
Consolidated Statements of Income. Purchases of equipment, aftermarket parts, and services from INX were not material during the
year ended December 31, 2023.
90
NOTE 22. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following selected quarterly information for the years ended December 31, 2023 and 2022 has been updated to reflect the change
in accounting principle as described in Note 1. Summary of Significant Accounting Policies and the sale of the AeroTech business as
described in Note 2. Discontinued Operations:
Consolidated Statements of Income
Three Months Ended
(In millions, except per share data)
Total revenue
Cost of sales
Income from continuing operations
Income from discontinued operations, net of taxes
Net income
Basic earnings per share: (1)
Continuing operations
Discontinued operations
Net income
Diluted earnings per share: (1)
Continuing operations
Discontinued operations
Net income
(In millions, except per share data)
Total revenue
Cost of sales
Income from continuing operations
Income from discontinued operations, net of taxes
Net income
Basic earnings per share: (1)
Continuing operations
Discontinued operations
Net income
Diluted earnings per share: (1)
Continuing operations
Discontinued operations
Net income
March 31,
2023
June 30, 2023
September 30,
2023
December 31,
2023
$
388.5 $
427.7 $
403.6 $
255.6
17.1
10.1
27.2
0.53 $
0.32
0.85 $
0.53 $
0.32
0.85 $
280.5
28.4
4.3
32.7
258.8
31.1
410.5
441.6
0.89 $
0.13
0.97 $
12.82
1.02 $
13.79 $
0.89 $
0.13
0.97 $
12.76
1.02 $
13.73 $
$
$
$
$
444.6
283.8
52.7
28.4
81.1
1.65
0.89
2.54
1.64
0.88
2.52
Three Months Ended
March 31,
2022
June 30, 2022
September 30,
2022
December 31,
2022
$
356.3 $
394.0 $
398.8 $
236.4
20.0
5.7
25.7
0.62 $
0.18
0.80 $
0.62 $
0.18
0.80 $
264.8
26.1
8.3
34.4
0.81 $
0.26
1.07 $
0.81 $
0.26
1.07 $
262.2
26.5
9.8
36.3
0.83 $
0.30
1.13 $
0.83 $
0.30
1.13 $
$
$
$
$
441.2
297.5
31.2
9.8
41.0
0.97
0.31
1.28
0.97
0.31
1.28
(1) Quarterly basic and diluted earnings per share amounts may not add up to the full fiscal year total presented due to rounding. Basic
and diluted earnings per share are calculated by dividing net earnings by basic and diluted shares outstanding, respectively.
91
Schedule II—Valuation and Qualifying Accounts
(In thousands)
Description
Year ended December 31, 2021:
Allowance for doubtful accounts
Valuation allowance for deferred tax assets
Year ended December 31, 2022:
Allowance for credit losses
Valuation allowance for deferred tax assets
Year ended December 31, 2023:
Allowance for credit losses
Valuation allowance for deferred tax assets
Balance at
Beginning
of Period
Additions
Charged to
Costs and
Expenses
Deductions
and Other(a)
Balance
at End
of Period
$
$
$
$
$
$
4,562 $
4,370 $
1,980 $
1,329 $
247 $
— $
5,213 $
4,617 $
3,507 $
1,180 $
2,227 $
3,203 $
6,493 $
2,594 $
1,626 $
5,126 $
3,192 $
1,712 $
5,213
4,617
6,493
2,594
4,927
6,008
(a)
credited to expense.
“Deductions and other” includes translation adjustments, write-offs, net of recoveries, and reductions in the allowances
92
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
ITEM 9.
DISCLOSURE
None.
93
ITEM 9A.
CONTROLS AND PROCEDURES
(a)
(b)
Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, management of the Company carried out an
evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded that disclosure controls and procedures
were effective as of December 31, 2023 to ensure that information required to be disclosed in reports the Company files or
submits under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in
the Commission’s rules and forms, and (2) accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of
1934) is a process designed 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
(GAAP) and includes those policies and procedures that:
(i)
(ii)
(iii)
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the
supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer,
the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). Based on that evaluation, management concluded that the
Company’s internal control over financial reporting is effective as of December 31, 2023, based on the criteria in Internal
Control Integrated Framework issued by the COSO.
Attestation Report of the Registered Public Accounting Firm
PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has audited the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, as stated in their report
which is included on page 47.
(c)
Changes in Internal Control over Financial Reporting
In the ordinary course of business, the Company reviews its internal control over financial reporting and makes changes to
its systems and processes to improve such controls and increase efficiency, while ensuring that the Company maintains
effective internal control over financial reporting. Changes may include such activities as implementing new, more
efficient systems, automating manual processes and updating existing systems.
There were no changes in our internal control over financial reporting identified in the evaluation for the quarter ended
December 31, 2023 that have materially affected, or are reasonably likely to materially affect, internal control over
financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.
94
ITEM 9B.
OTHER INFORMATION
Rule 10b5-1 Trading Plans
(b)
During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1
trading arrangement," or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
95
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
96
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The Company has a code of ethics entitled the “Code of Business Conduct and Ethics” that applies to employees, including principal
executive and financial officers (including the principal executive officer, principal financial officer and principal accounting officer)
as well as directors. A copy of the Code of Business Conduct and Ethics may be found on the Company's website at www.jbtc.com
under About Us / Corporate Governance and is available in print to stockholders without charge by submitting a request to the General
Counsel and Assistant Secretary of JBT Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602.
The Company also elects to disclose the information required by Form 8-K, Item 5.05, “Amendments to the registrant’s code of ethics,
or waiver of a provision of the code of ethics,” through the Company's website at www.jbtc.com, and such information will remain
available on the website for at least a twelve-month period.
Information regarding the Company's executive officers is presented in the section entitled “Information about our Executive Officers”
in Part I of this Annual Report on Form 10-K.
Other information required by this Item can be found in the Proxy Statement for the Company's 2024 Annual Meeting of Stockholders
and is incorporated herein by reference.
97
ITEM 11.
EXECUTIVE COMPENSATION
Information required by this item can be found in the sections entitled “Director Compensation,” “Compensation Committee
Interlocks and Insider Participation in Compensation Decisions,” “Executive Compensation” and "Compensation Tables and
Explanatory Information" of the Proxy Statement for the Company's 2024 Annual Meeting of Stockholders and is incorporated herein
by reference.
98
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information required by this item can be found in the sections entitled “Security Ownership of John Bean Technologies Corporation”
and "Compensation Tables and Explanatory Information - Securities Authorized for Issuance Under Equity Compensation Plans
Table" of the Proxy Statement for the Company's 2024 Annual Meeting of Stockholders and is incorporated herein by reference.
99
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this item can be found in the sections entitled “Transactions with Related Persons” and “Director
Independence” of the Proxy Statement for the Company's 2024 Annual Meeting of Stockholders and is incorporated herein by
reference.
100
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this item can be found in the section entitled “Ratification of Appointment of Independent Registered Public
Accounting Firm” of the Proxy Statement for the Company's 2024 Annual Meeting of Stockholders and is incorporated herein by
reference.
101
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as part of this Report:
PART IV
1. Financial Statements: The consolidated financial statements required to be filed in this Annual Report on Form 10-K are
listed below and appear on pages 49 through 92 herein:
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Statements of Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
47
49
50
51
52
54
55
2. Financial Statement Schedule: Schedule II—Valuation and Qualifying Accounts is included in this Annual Report on
Form 10-K on page 92. All other schedules are omitted because of the absence of conditions under which they are
required or because information called for is shown in the consolidated financial statements and notes thereto in Item 8.
Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
3. Exhibits:
See Index of Exhibits below for a list of the exhibits being filed or furnished with or incorporated by reference to this
Annual Report on Form 10-K.
102
Exhibit
Number
2.1
2.1A
2.2
3.1
3.2
4.1
4.2
4.3
4.4
4.5
10.1
10.1A
10.2
10.3
10.4
INDEX OF EXHIBITS
Exhibit Description
Separation and Distribution Agreement between FMC Technologies, Inc. and John Bean Technologies Corporation
(“JBT Corporation”), incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the
SEC on August 6, 2008.
Amendment to Separation and Distribution Agreement between FMC Technologies, Inc. and John Bean
Technologies Corporation, incorporated by reference to Exhibit 2.1A to our Quarterly Report on Form 10-Q filed
with the SEC on November 4, 2010.
Stock and Asset Purchase Agreement, dated as of May 26, 2023, by and between the Company and Purchaser,
incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 3,
2023.
Amended and Restated Certificate of Incorporation of John Bean Technologies Corporation, effective May 15,
2023, incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on May 18,
2023.
Third Amended and Restated Bylaws of John Bean Technologies Corporation, as amended through May 15, 2023
(incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on May 18, 2023).
Specimen common stock certificate of JBT Corporation, incorporated by reference to Exhibit 4.1 to Amendment
No. 3 to our Form 10/A filed with the SEC on July 3, 2008.
Description of common stock, incorporated by reference to Exhibit 4.2 to our Annual Report on Form 10-K filed
with the SEC on February 24, 2022.
Form of Bond Hedge Confirmation, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K
filed with the SEC on May 28, 2021.
Form of Warrant Confirmation, incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed
with the SEC on May 28, 2021.
Indenture, dated as of May 28, 2021, by and among John Bean Technologies Corporation and Wilmington Trust,
National Association, as trustee, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed
on May 28, 2021.
Amended and Restated Credit Agreement, dated December 14, 2021, by and among John Bean Technologies
Corporation, John Bean Technologies Europe B.V., Wells Fargo Bank, National Association, as administrative
agent, and the other lenders party thereto, incorporated by reference to Exhibit 10.1 to our Annual Report on Form
10-K filed with the SEC on February 24, 2022.1
Limited Consent and Release, dated June 9, 2023, by and among John Bean Technologies Corporation, John Bean
Technologies Europe B.V., Wells Fargo Bank, National Association, as administrative agent, and the other lenders
party thereto, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on
June 14, 2023.
Trademark License Agreement between JBT Corporation and FMC Technologies, Inc., incorporated by reference
to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
Trademark Assignment and Coexistence Agreement between JBT Corporation and FMC Technologies, Inc.,
incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on August 6, 2008.
John Bean Technologies Corporation Non-Qualified Savings and Investment Plan As Amended and Restated,
Effective January 1, 2019, incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on
November 2, 2018.2
103
10.5
10.6
First Amendment of John Bean Technologies Corporation Non-Qualified Savings and Investment Plan,
incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on October 31, 2019.2
Second Amendment of John Bean Technologies Corporation Non-Qualified Savings and Investment Plan,
incorporated by reference to Exhibit 10.21A to our Annual Report on Form 10-K filed with the SEC on March 2,
2020.2
10.6A*
Third Amendment of John Bean Technologies Corporation Non-Qualified Savings and Investment Plan.2
10.7
10.7A
10.7B
10.8*
10.9*
10.10
10.10A
10.10B
10.10C
10.10D*
10.10E*
10.11
JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference to Exhibit 10.7 to our
Current Report on Form 8-K filed with the SEC on August 6, 2008.2
First Amendment of JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by reference
to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 15, 2009.2
Second Amendment of JBT Corporation Salaried Employees’ Equivalent Retirement Plan, incorporated by
reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed with the SEC on November 6, 2009.2
Change in Control Executive Severance Agreement (Other Executive Officer) (Effective 2024).2
Change in Control Executive Severance Agreement (CEO) (Effective 2024).2
Amended and Restated John Bean Technologies Corporation Employees’ Retirement Program - Part I Salaried and
Nonunion Hourly Employees’ Retirement Program - Part II Union Hourly Employees’ Retirement Program
incorporated by reference to Exhibit 10.11F to our Quarterly Report on Form 10-Q filed with the SEC on August 8,
2012.2
First Amendment of Amended and Restated John Bean Technologies Corporation Employees’ Retirement Program
- Part I Salaried and Nonunion Hourly Employees’ Retirement Program incorporated by reference to Exhibit
10.11G to our Annual Report on Form 10-K filed with the SEC on March 7, 2014.2
Second Amendment of John Bean Technologies Corporation Employee's Retirement Program - Part I Salaried and
Nonunion Hourly Employees' Retirement Plan (as Amended and Restated Effective as of January 1, 2012)
incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 29,
2015.2
Third Amendment of John Bean Technologies Corporation Employees' Retirement Program Part I Salaried and
Nonunion Hourly Employees’ Retirement Plan (as Amended and Restated Effective as of January 1, 2012)
incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 28,
2016.2
Fourth Amendment of the John Bean Technologies Corporation Employees' Retirement Program Part I Salaried and
Nonunion Hourly Employees' Retirement Plan (As Amended and Restated Effective as of January 1, 2012).2
Fifth Amendment of the John Bean Technologies Corporation Employees' Retirement Program Part II Union
Hourly Employees' Retirement Plan (As Amended and Restated Effective as of January 1, 2012).2
Amended and Restated John Bean Technologies Corporation Savings and Investment Plan effective January 1,
2023 incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K filed with the SEC on
February 23, 2023.2
10.11A*
First Amendment of the John Bean Technologies Corporation Savings and Investment Plan (As Amended and
Restated Effective as of January 1, 2023).2
10.12*
Amended and Restated Executive Severance Pay Plan effective December 5, 2023.2
104
10.13
10.13A
10.13B
10.13C
10.13D
10.13E
10.14
10.15
10.15A
10.15B
10.16
10.16A
10.16B
10.16C
10.17
10.17A
Offer Letter to Brian Deck, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with
the SEC on December 16, 2020.2
Offer Letter to Matthew Meister, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed
with the SEC on December 16, 2020.2
Offer Letter to Shelley Bridarolli, incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q
filed with the SEC on October 29, 2021.2
Contract of Employment between John Bean Technologies AB and Robert Petrie, incorporated by reference to
Exhibit 10.13D to our Annual Report on Form 10-K filed with the SEC on February 24, 2022.2
Offer Letter to Jack Martin, incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed
with the SEC on July 29, 2022.2
Offer Letter to Augusto Rizzolo, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed
with the SEC on August 18, 2022.2
John Bean Technologies Corporation Retiree Welfare Benefits Plan (as amended and restated, Effective January 1,
2016), incorporated by reference to Exhibit 10.3 to our Quarterly report Form 10-Q filed with the SEC on October
29, 2015.2
John Bean Technologies Corporation 2017 Incentive Compensation and Stock Plan, incorporated by reference to
Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2
Form of Non-Employee Director Long-Term Incentive Restricted Stock Unit Agreement - Vests, incorporated by
reference to Exhibit 10.10 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2
Form of Non-Employee Director Long-Term Incentive Restricted Stock Unit Agreement - Separation, incorporated
by reference to Exhibit 10.11 to our Current Report on Form 8-K filed with the SEC on May 18, 2017.2
Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Agreement - 2-Year
Performance Period; 5 Years of Service Retirement Vesting (Effective 2021) by reference to Exhibit 10.1 to our
Quarterly Report on Form 10-Q filed with the SEC on July 30, 2021.2
Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Agreement - 2-Year
Performance Period; 10 Years of Service Retirement Vesting (Effective 2021) by reference to Exhibit 10.2 to our
Quarterly Report on Form 10-Q filed with the SEC on July 30, 2021.2
Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Agreement - 10 Years of
Service Retirement Vesting (Effective 2021) by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q
filed with the SEC on July 30, 2021.2
Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Agreement - 5 Years of
Service Retirement Vesting (Effective 2021) by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q
filed with the SEC on July 30, 2021.2
Form of Executive Officer Time-Based Restricted Stock Unit Grant Agreement Ratable Vesting (5 Year
Retirement) (Effective 2023) incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K filed
with the SEC on February 23, 2023.2
Form of Executive Officer Time-Based Restricted Stock Unit Grant Agreement Ratable Vesting (10 Year
Retirement) (Effective 2023) incorporated by reference to Exhibit 10.18A to our Annual Report on Form 10-K filed
with the SEC on February 23, 2023.2
105
10.17B
10.17C
18.1*
21.1*
23.1*
31.1*
31.2*
32.1*
32.2*
Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Grant Agreement Cliff
Vesting (5 Year Retirement) (Effective 2023) incorporated by reference to Exhibit 10.18B to our Annual Report on
Form 10-K filed with the SEC on February 23, 2023.2
Form of Executive Officer Long Term Incentive Performance Share Restricted Stock Unit Grant Agreement Cliff
Vesting (10 Year Retirement) (Effective 2023) incorporated by reference to Exhibit 10.18C to our Annual Report
on Form 10-K filed with the SEC on February 23, 2023.2
Auditor's Preferability Letter.
List of Subsidiaries of JBT Corporation.
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a).
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a).
Certification of Principal Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
97.1*
John Bean Technologies Corporation Compensation Recovery Policy.
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 (formatted as Inline XBRL and contained in Exhibit 101).
1
2
*
The schedules and exhibits to the Amended and Restated Credit Agreement have been omitted from this filing
pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of any omitted schedule or exhibit; provided, however, that the Company may
request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.
A management contract or compensatory plan required to be filed with this report.
Filed herewith
106
ITEM 16.
FORM 10-K SUMMARY
None.
107
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
John Bean Technologies Corporation
(Registrant)
By:
/s/ Brian A. Deck
Brian A. Deck
President and Chief Executive Officer
(Principal Executive Officer)
Date: February 23, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the date indicated.
108
Signature
Title
/s/ BRIAN A. DECK
Brian A. Deck
/s/ MATTHEW J. MEISTER
Matthew J. Meister
President, Director and
Chief Executive Officer
(Principal Executive Officer)
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date
February 23, 2024
February 23, 2024
/s/ JESSI L. CORCORAN
Vice President, Corporate Controller
February 23, 2024
Jessi L. Corcoran
(Principal Accounting Officer)
/s/ BARBARA BRASIER
Director
February 23, 2024
Barbara Brasier
/s/ C. MAURY DEVINE
Director
February 23, 2024
C. Maury Devine
/s/ ALAN D. FELDMAN
Director
February 23, 2024
Alan D. Feldman
/s/ POLLY B. KAWALEK
Director
February 23, 2024
Polly B. Kawalek
/s/ EMMANUEL LAGARRIGUE
Director
February 23, 2024
Emmanuel Lagarrigue
/s/ LAWRENCE V. JACKSON
Director
February 23, 2024
Lawrence V. Jackson
/s/ CHARLES L. HARRINGTON
Director
February 23, 2024
Charles L. Harrington
109
(This page has been left blank intentionally.)
DIRECTORSBarbara L. BrasierBoard Member of Molina Healthcare, Inc., Lancaster Colony Corporation and Henny Penny CorporationBrian A. DeckPresident and Chief Executive Officer, JBT CorporationC. Maury DevineFormer President and Managing Director of ExxonMobil NorwayAlan D. FeldmanChairman of the Board, JBT Corporation,Board Member of Foot Locker, Inc., and University of Illinois FoundationCharles L. HarringtonBoard Member of J.G. Boswell Company, Constellation Energy Corporation and Korn Ferry Lawrence V. JacksonBoard Member of Assurant, Inc. and Bloomin Brands Inc. and Chairman of the Board of SourceMark, LLCPolly B. KawalekFormer President, Quaker Foods, a division of PepsiCoEXECUTIVE OFFICERSBrian A. DeckPresident and Chief Executive OfficerMatthew J. MeisterExecutive Vice President and Chief Financial OfficerRobert PetrieExecutive Vice President and President, ProteinAugusto RizolloExecutive Vice President, and President, Diversified Food & HealthShelley R.K. BridarolliExecutive Vice President, Chief Human Resources OfficerJames L. MarvinExecutive Vice President, General CounselJack MartinExecutive Vice President, Supply ChainKristina PaschallExecutive Vice President, Chief Information and Digital OfficerCORPORATE OFFICEJohn Bean Technologies Corporation70 West Madison StreetSuite 4400, Chicago, Illinois 60602+1.312.861.5900INVESTOR RELATIONSJohn Bean Technologies CorporationInvestor RelationsKedric Meredith70 West Madison StreetSuite 4400, Chicago, Illinois 60602Kedric.Meredith@JBTC.COM+1.312.861.6034www.jbtc.com/investorsANNUAL MEETINGThe Annual Meeting will be held at 9:30am Central Time on Friday, May 10, 2024 at www.virtualshareholdermeeting.com/JBT2024. Notice of the meeting, together with proxy materials, will be mailed to stockholders in advance of the meeting.FORM 10-KA copy of the company’s Annual Report on Form 10-K is available at www.jbtc.com/investors or upon written request, free of charge, to:JBT CorporationInvestor Relations70 West Madison StreetSuite 4400 Chicago, Illinois 60602JBT Corporation was originally incorporated as Frigoscandia, Inc. in the State of Delaware in May 1994.STOCK EXCHANGEJohn Bean Technologies Corporation is listed on the New York Stock Exchange under the symbol JBT.AUDITORSPriceWaterhouseCoopersOne North Wacker Drive Chicago, IL 60606STOCK TRANSFER AGENTAddress stockholder inquiries, includingrequests for stock transfers, to:First Class/Registered/Certified Mail:ComputershareP.O. Box 43078Providence, RI 02940-3076Overnight:Computershare150 Royall Street, Suite 101Canton, MA 02021 Shareholder Services Number:+1.800.622.6757Investor Center™ portal:www.computershare.com/investorADDITIONAL INFORMATIONAdditional information about JBT Corporation, including news and financial data, is available by visiting the company’s website:www.jbtc.comAn email alert service is available by request under the Investor Relations section of the website. This service will provide an automatic alert, via email, each time a news release is posted to the site or a new filing is made with the U.S. Securities and Exchange Commission.This Annual Report contains 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 regarding future performance, strategic plans, income, earnings, cash flows, restructuring and optimization plans and related cost savings, operating improvements, and covenant compliance 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 Annual Report 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. There are factors that could cause our actual results to differ materially from these forward-looking statements. If one or more of those factors 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 Annual Report are made only as of the date hereof, and we undertake no obligation to publicly update or review any forward-looking statement made by us or on our behalf, whether as a result of new information, future developments, subsequent events or circumstances or otherwise.Design: Woz Design, Chicago Editorial: Ted Stoik, Chicago Photography: Tom Maday (pages 1, 4-5 and 9) Printing: Envision3This report is printed on FSC® Certified paper. Featuring 10% post consumer recycled content and certified fiber.240476-5-with Hinge adjustment.indd 20240476-5-with Hinge adjustment.indd 203/27/24 8:23 AM3/27/24 8:23 AM www.jbtc.com240476-5-with Hinge adjustment.indd 1240476-5-with Hinge adjustment.indd 13/27/24 8:23 AM3/27/24 8:23 AM