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.