Robbins & Myers Announces First Quarter 2013 Results and Dividend
HOUSTON, Dec. 22, 2012 /PRNewswire/ -- Robbins & Myers, Inc. (NYSE: RBN) today reported diluted net earnings per share (DEPS) of $0.76 for its
fiscal first quarter ended November, 30, 2012, these results included
$0.05 for costs related to its pending merger with National Oilwell
Varco, Inc. This compares with $0.77 in the prior year first quarter.
Consolidated sales were $257 million in the first quarter of 2013
compared with $237 million in the prior year's first quarter.
Excluding the impact of currency translation, sales grew $21 million,
or 9%, over the prior year period. The Company reported first quarter
2013 orders of $246 million, a decrease of 2% over the prior year
period excluding the impact of currency translation. First quarter
ending backlog increased to $298 million from $260 million at the end
of the first quarter of fiscal 2012.
Earnings before interest and taxes (EBIT) for the first quarter of
fiscal 2013 were $48 million, which included costs of $3 million
related to its pending merger with National Oilwell Varco. This
compares with $53 million in the prior year first quarter. The lower
profitability in the current year was due to the costs of the pending
merger and a shift in product mix associated with a declining rig count
from the prior year period, which negatively impacted sales of more
profitable drilling product lines.
First Quarter Results by Segment
All comparisons are made against the comparable year-ago quarterly
period unless otherwise stated.
The Company's Energy Services segment reported sales of $159 million in the first quarter of fiscal
2013, $12 million over the prior year period excluding currency
impacts. EBIT was $43 million compared with $47 million in the prior
year period. A shift in product mix had a negative impact on the
current quarter's EBIT, as the sales of higher margin drilling system
products were lower compared with the prior year. Ending backlog was
$156 million, higher than the $143 million at the end of the prior year
first quarter.
The Process & Flow Control segment reported sales of $98 million, which were $9 million higher
than the prior year excluding currency impacts. The segment reported
$13 million of EBIT in the first quarter of 2013, compared with $10
million of EBIT in the prior year period. Backlog rose to $143 million
from $117 million at the end of the prior year first quarter.
"Both of our business segments continued to perform well," said Peter C.
Wallace, President and Chief Executive Officer of Robbins & Myers,
Inc. "The Energy Services segment continues to be impacted by a
reduction in U.S. rig count and lower drilling activity, but still
demonstrated excellent performance. In the Process & Flow Control
segment, we experienced stronger demand in the chemical and industrial
markets. We have steadily improved operating performance in this
segment by leveraging incremental sales volume, while maintaining price
and cost discipline resulting in operating margin of nearly 13% for the
quarter."
In this release the Company refers to EBIT which is a non-GAAP measure.
The Company uses this measure to evaluate its performance and believes
this measure is helpful to investors in assessing its performance. A
reconciliation of EBIT to net income is included in the condensed
consolidated income statement. EBIT is not a measure of cash available
for use by the Company.
Conference Call
The Company will not be holding a webcast or conference call due to the
pending merger with National Oilwell Varco.
Dividend Declared
Robbins & Myers also announced today that its Board of Directors
approved its regular quarterly cash dividend payment of $0.05 per
share. The dividend is payable on February 8, 2013 to shareholders of
record as of January 7, 2013.
Update on Merger with National Oilwell Varco
Robbins & Myers also announced today that it and National Oilwell Varco,
Inc. have entered into a timing agreement with the United States
Department of Justice ("DOJ") pursuant to which Robbins & Myers and
National Oilwell Varco have agreed to provide at least 30 days notice
to the DOJ prior to consummating the proposed merger transaction in
which National Oilwell Varco would acquire all of the outstanding
shares of Robbins & Myers for $60.00 per share in cash (the "Merger").
The parties are continuing to provide information to the DOJ; however
without DOJ consent, the Merger cannot close prior to February 18,
2013.
As previously announced, Robbins & Myers has scheduled its special
meeting of shareholders to consider approval of the Merger for December
27, 2012. As of December 22, 2012, 99.8% of votes cast to date have
voted in favor of the Merger. Votes exceeding the number required to
approve the Merger have been received; however, votes that have been
cast may be rescinded or changed prior to the special meeting of
shareholders.
Robbins & Myers also announced today that the plaintiff in the
previously disclosed shareholder law suit pending in the United States
District Court for the Southern District of Ohio agreed not to pursue
injunctive relief to enjoin the special meeting of shareholders
scheduled for December 27, 2012. In return, the Company withdrew its
pending motion to dismiss and agreed to allow the plaintiff to amend
his complaint. The shareholder law suit pending in the United States
District Court for the Southern District of Texas remains pending and
the defendants, including the Company, have filed a motion to dismiss
that action.
The closing of the Merger is subject to certain closing conditions,
including the approval of Robbins & Myers' shareholders, clearance from
the DOJ under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and clearance by the Canadian Competition Bureau under the
Competition Act of Canada. The parties continue to work to obtain the
required clearances, but cannot predict if or when such clearances will
be received or the terms of any such clearances.
About Robbins & Myers
Robbins & Myers, Inc. is a leading supplier of engineered equipment and
systems for critical applications in global energy, industrial, and
chemical markets.
Forward-Looking Statements
Statements set forth in this press release that are not historical facts
are forward-looking statements within the meaning of the federal
securities laws. These forward-looking statements are subject to
numerous risks and uncertainties, many of which are beyond the control
of Robbins & Myers, which could cause actual benefits, results, effects
and timing to differ materially from the results predicted or implied
by the statements. These risks and uncertainties include, but are not
limited to: the failure of our shareholders to approve the merger;
satisfaction of the conditions to the closing of the merger (including
the receipt of regulatory approvals and completion of certain
compliance due diligence); uncertainties as to the timing of the
merger; costs and difficulties relating to the proposed merger;
inability to retain key personnel; changes in the demand for or price
of oil and/or natural gas; and other important risk factors discussed
more fully in Robbins & Myers' final proxy statement filed with the SEC
on November 30, 2012 in connection with the merger, its Annual Report
on Form 10-K for the year ended August 31, 2012; its recent Current
Reports on Form 8-K; and other reports filed by it with the SEC from
time to time. Robbins & Myers undertakes no obligation to revise or
update publicly any forward-looking statements for any reason.
Additional Information and Where to Find It
In connection with the proposed merger, Robbins & Myers filed its final
proxy statement with the SEC on November 30, 2012, which was also
mailed to Robbins & Myers' shareholders on such date, and may file
other relevant materials with the SEC as well. INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE FINAL PROXY STATEMENT AND ANY
OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT ROBBINS & MYERS AND THE PROPOSED MERGER. Investors and security
holders may obtain a free copy of the final proxy statement and other
documents containing information about Robbins & Myers, without charge,
at the SEC's web site at www.sec.gov. Copies of Robbins & Myers' SEC filings also may be obtained for free
by directing a request to Robbins & Myers, Inc., 10586 Highway 75
North, Willis, Texas 77378, (936) 890-1064.
Participants in the Solicitation
Robbins & Myers, National Oilwell Varco, and certain of their respective
directors and executive officers may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Robbins & Myers'
shareholders in connection with the proposed merger. Information about
Robbins & Myers' directors and executive officers and the special
interests of these persons in connection with the proposed merger can
be found in the final proxy statement filed by Robbins & Myers with the
SEC on November 30, 2012. Information about National Oilwell Varco's
directors and executive officers can be found in National Oilwell
Varco's Annual Report on Form 10-K for its fiscal year ended December
31, 2011, as filed with the SEC on February 23, 2012, and National
Oilwell Varco's proxy statement relating to its 2012 Annual Meeting of
Shareholders, as filed with the SEC on April 5, 2012. These documents
can be obtained, without charge, at the SEC's website at www.sec.gov.
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands)
November 30, 2012
August 31, 2012
ASSETS
Current Assets:
Cash and cash equivalents
$184,873
$166,925
Accounts receivable
177,715
180,047
Inventories
175,283
162,713
Other current assets
13,396
11,206
Deferred taxes
21,074
21,169
Total Current Assets
572,341
542,060
Goodwill & Other Intangible Assets
772,151
773,604
Deferred Taxes
24,636
25,200
Other Assets
12,764
12,663
Property, Plant & Equipment
169,878
169,736
$1,551,770
$1,523,263
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable
$90,480
$95,698
Accrued expenses
99,580
99,319
Current portion of long-term debt
494
153
Total Current Liabilities
190,554
195,170
Long-Term Debt - Less Current Portion
-
-
Deferred Taxes
134,874
134,758
Other Long-Term Liabilities
103,610
102,056
Total Equity
1,122,732
1,091,279
$1,551,770
$1,523,263
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENT
(Unaudited)
Three Months Ended
November 30,
November 30,
(in thousands, except per share data)
2012
2011
Sales
$257,298
$237,323
Cost of sales
162,545
141,782
Gross profit
94,753
95,541
Selling, general and administrative expenses
43,546
42,960
Other expense
3,318
-
Income before interest and income taxes (EBIT)
47,889
52,581
Interest (income), net
(14)
(61)
Income before income taxes
47,903
52,642
Income tax expense
15,752
17,187
Net income including noncontrolling interest
32,151
35,455
Less: Net income attributable to noncontrolling interest
123
198
Net income attributable to Robbins & Myers, Inc.
$32,028
$35,257
Net income per share:
Basic
$0.76
$0.77
Diluted
$0.76
$0.77
Weighted average common shares outstanding:
Basic
42,189
45,842
Diluted
42,379
46,060
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED BUSINESS SEGMENT INFORMATION
(Unaudited)
Three Months Ended
November 30,
November 30,
(in thousands)
2012
2011
Customer Sales
Energy Services
$159,293
$146,988
Process & Flow Control
98,005
90,335
Total
$257,298
$237,323
Income Before Interest and Income Taxes (EBIT)
Energy Services
$43,235
$47,298
Process & Flow Control
12,552
10,070
Corporate and Eliminations
(7,898)
(4,787)
Total
$47,889
$52,581
Depreciation and Amortization
Energy Services
$6,245
$5,789
Process & Flow Control
2,050
2,019
Corporate and Eliminations
64
84
Total
$8,359
$7,892
Customer Orders
Energy Services
$145,211
$169,465
Process & Flow Control
101,192
84,573
Total
$246,403
$254,038
Backlog
Energy Services
$155,551
$142,971
Process & Flow Control
142,672
116,948
Total
$298,223
$259,919
Note: EBIT is a non-GAAP measure. The Company uses this measure to
evaluate its performance and believes this measure is helpful to
investors in assessing its performance. A reconciliation of this
measure to net income is included in our Condensed Consolidated Income
Statement. EBIT is not a measure of cash available for use by the
Company.
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
November 30,
November 30,
(in thousands)
2012
2011
Operating activities:
Net income including noncontrolling interest
$32,151
$35,455
Depreciation and amortization
8,359
7,892
Working capital
(15,672)
(16,036)
Other changes, net
(246)
1,610
Cash provided by operating activities
24,592
28,921
Investing activities:
Capital expenditures, net of nominal disposals
(5,069)
(6,813)
Cash used by investing activities
(5,069)
(6,813)
Financing activities:
Proceeds of long-term debt, net
341
450
Share repurchase program
-
(15,607)
Dividends paid
(2,110)
(2,067)
Other changes, net
(386)
970
Cash used by financing activities
(2,155)
(16,254)
Exchange rate impact on cash
580
(5,007)
Increase in cash
17,948
847
Cash and cash equivalents at beginning of period
166,925
230,606
Cash and cash equivalents at end of period
$184,873
$231,453
SOURCE Robbins & Myers, Inc.
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Robbins & Myers, Inc., together with its subsidiaries, engages in the design, manufacture, and marketing of engineered, application-critical equipment and systems for the energy, industrial, chemical, and pharmaceutical markets worldwide. The company
Press Release $RBN Robbins & Myers Inc.
HOUSTON, Dec. 22, 2012 /PRNewswire/ -- Robbins & Myers, Inc. (NYSE: RBN) today reported diluted net earnings per share (DEPS) of $0.76 for its fiscal first quarter ended November, 30, 2012, these results included $0.05 for costs related to its pending merger with National Oilwell Varco, Inc. This compares with $0.77 in the prior year first quarter.
Consolidated sales were $257 million in the first quarter of 2013 compared with $237 million in the prior year's first quarter. Excluding the impact of currency translation, sales grew $21 million, or 9%, over the prior year period. The Company reported first quarter 2013 orders of $246 million, a decrease of 2% over the prior year period excluding the impact of currency translation. First quarter ending backlog increased to $298 million from $260 million at the end of the first quarter of fiscal 2012.
Earnings before interest and taxes (EBIT) for the first quarter of fiscal 2013 were $48 million, which included costs of $3 million related to its pending merger with National Oilwell Varco. This compares with $53 million in the prior year first quarter. The lower profitability in the current year was due to the costs of the pending merger and a shift in product mix associated with a declining rig count from the prior year period, which negatively impacted sales of more profitable drilling product lines.
First Quarter Results by Segment
All comparisons are made against the comparable year-ago quarterly period unless otherwise stated.
The Company's Energy Services segment reported sales of $159 million in the first quarter of fiscal 2013, $12 million over the prior year period excluding currency impacts. EBIT was $43 million compared with $47 million in the prior year period. A shift in product mix had a negative impact on the current quarter's EBIT, as the sales of higher margin drilling system products were lower compared with the prior year. Ending backlog was $156 million, higher than the $143 million at the end of the prior year first quarter.
The Process & Flow Control segment reported sales of $98 million, which were $9 million higher than the prior year excluding currency impacts. The segment reported $13 million of EBIT in the first quarter of 2013, compared with $10 million of EBIT in the prior year period. Backlog rose to $143 million from $117 million at the end of the prior year first quarter.
"Both of our business segments continued to perform well," said Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc. "The Energy Services segment continues to be impacted by a reduction in U.S. rig count and lower drilling activity, but still demonstrated excellent performance. In the Process & Flow Control segment, we experienced stronger demand in the chemical and industrial markets. We have steadily improved operating performance in this segment by leveraging incremental sales volume, while maintaining price and cost discipline resulting in operating margin of nearly 13% for the quarter."
In this release the Company refers to EBIT which is a non-GAAP measure. The Company uses this measure to evaluate its performance and believes this measure is helpful to investors in assessing its performance. A reconciliation of EBIT to net income is included in the condensed consolidated income statement. EBIT is not a measure of cash available for use by the Company.
Conference Call
The Company will not be holding a webcast or conference call due to the pending merger with National Oilwell Varco.
Dividend Declared
Robbins & Myers also announced today that its Board of Directors approved its regular quarterly cash dividend payment of $0.05 per share. The dividend is payable on February 8, 2013 to shareholders of record as of January 7, 2013.
Update on Merger with National Oilwell Varco
Robbins & Myers also announced today that it and National Oilwell Varco, Inc. have entered into a timing agreement with the United States Department of Justice ("DOJ") pursuant to which Robbins & Myers and National Oilwell Varco have agreed to provide at least 30 days notice to the DOJ prior to consummating the proposed merger transaction in which National Oilwell Varco would acquire all of the outstanding shares of Robbins & Myers for $60.00 per share in cash (the "Merger"). The parties are continuing to provide information to the DOJ; however without DOJ consent, the Merger cannot close prior to February 18, 2013.
As previously announced, Robbins & Myers has scheduled its special meeting of shareholders to consider approval of the Merger for December 27, 2012. As of December 22, 2012, 99.8% of votes cast to date have voted in favor of the Merger. Votes exceeding the number required to approve the Merger have been received; however, votes that have been cast may be rescinded or changed prior to the special meeting of shareholders.
Robbins & Myers also announced today that the plaintiff in the previously disclosed shareholder law suit pending in the United States District Court for the Southern District of Ohio agreed not to pursue injunctive relief to enjoin the special meeting of shareholders scheduled for December 27, 2012. In return, the Company withdrew its pending motion to dismiss and agreed to allow the plaintiff to amend his complaint. The shareholder law suit pending in the United States District Court for the Southern District of Texas remains pending and the defendants, including the Company, have filed a motion to dismiss that action.
The closing of the Merger is subject to certain closing conditions, including the approval of Robbins & Myers' shareholders, clearance from the DOJ under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance by the Canadian Competition Bureau under the Competition Act of Canada. The parties continue to work to obtain the required clearances, but cannot predict if or when such clearances will be received or the terms of any such clearances.
About Robbins & Myers
Robbins & Myers, Inc. is a leading supplier of engineered equipment and systems for critical applications in global energy, industrial, and chemical markets.
Forward-Looking Statements
Statements set forth in this press release that are not historical facts are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of Robbins & Myers, which could cause actual benefits, results, effects and timing to differ materially from the results predicted or implied by the statements. These risks and uncertainties include, but are not limited to: the failure of our shareholders to approve the merger; satisfaction of the conditions to the closing of the merger (including the receipt of regulatory approvals and completion of certain compliance due diligence); uncertainties as to the timing of the merger; costs and difficulties relating to the proposed merger; inability to retain key personnel; changes in the demand for or price of oil and/or natural gas; and other important risk factors discussed more fully in Robbins & Myers' final proxy statement filed with the SEC on November 30, 2012 in connection with the merger, its Annual Report on Form 10-K for the year ended August 31, 2012; its recent Current Reports on Form 8-K; and other reports filed by it with the SEC from time to time. Robbins & Myers undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Additional Information and Where to Find It
In connection with the proposed merger, Robbins & Myers filed its final proxy statement with the SEC on November 30, 2012, which was also mailed to Robbins & Myers' shareholders on such date, and may file other relevant materials with the SEC as well. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE FINAL PROXY STATEMENT AND ANY OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT ROBBINS & MYERS AND THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the final proxy statement and other documents containing information about Robbins & Myers, without charge, at the SEC's web site at www.sec.gov. Copies of Robbins & Myers' SEC filings also may be obtained for free by directing a request to Robbins & Myers, Inc., 10586 Highway 75 North, Willis, Texas 77378, (936) 890-1064.
Participants in the Solicitation
Robbins & Myers, National Oilwell Varco, and certain of their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from Robbins & Myers' shareholders in connection with the proposed merger. Information about Robbins & Myers' directors and executive officers and the special interests of these persons in connection with the proposed merger can be found in the final proxy statement filed by Robbins & Myers with the SEC on November 30, 2012. Information about National Oilwell Varco's directors and executive officers can be found in National Oilwell Varco's Annual Report on Form 10-K for its fiscal year ended December 31, 2011, as filed with the SEC on February 23, 2012, and National Oilwell Varco's proxy statement relating to its 2012 Annual Meeting of Shareholders, as filed with the SEC on April 5, 2012. These documents can be obtained, without charge, at the SEC's website at www.sec.gov.
Note: EBIT is a non-GAAP measure. The Company uses this measure to evaluate its performance and believes this measure is helpful to investors in assessing its performance. A reconciliation of this measure to net income is included in our Condensed Consolidated Income Statement. EBIT is not a measure of cash available for use by the Company.
SOURCE Robbins & Myers, Inc.