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Robbins & Myers Announces Fourth Quarter & Fiscal Year 2012 Results And Dividend



   Robbins & Myers Announces Fourth Quarter & Fiscal Year 2012 Results And
                                   Dividend

PR Newswire

HOUSTON, Oct. 19, 2012

HOUSTON, Oct. 19, 2012 /PRNewswire/ -- Robbins & Myers, Inc. (NYSE: RBN) today
reported diluted net earnings per share from continuing operations (DEPS) of
$0.76 for its fiscal fourth quarter ended August 31, 2012, or $0.92 after
adjusting for unfavorable costs of $0.16 related to its pending merger with
National Oilwell Varco, the estimated settlement of an export investigation
matter, settlement of the work stoppage at its Springfield, Ohio, pump
manufacturing plant and the impact of the hurricane in the Gulf of Mexico the
last week of August. This compares with $0.77 from continuing operations in
the prior year fourth quarter, or $0.79, after adjusting for restructuring
charges related to the Company's Process & Flow Control segment.  Excluding
the impact of these items, DEPS was $0.92 compared with $0.79 in the prior
year period, an increase of 16%.

For the full fiscal year, Robbins & Myers reported DEPS of $3.39 compared with
$1.94 for fiscal year 2011, fiscal 2011 included $0.44 of restructuring and
T-3 acquisition related charges.

Consolidated sales were $275 million in the fourth quarter of 2012 as compared
with $259 million in the fourth quarter of 2011.  Excluding the impact of
currency translation, sales grew $23 million, or 9%, over the prior year
period.  The Company reported fourth quarter 2012 orders of $267 million, an
increase of 5% over the prior year period excluding the impact of currency
translation.  Fourth quarter ending backlog increased to $308 million from
$251 million at the end of the prior fiscal year. 

Fourth quarter 2012 earnings before interest and taxes (EBIT) were $47
million, or adjusted EBIT of $56 million, adjusting for $9 million in
unfavorable costs related to its pending merger with National Oilwell Varco,
the potential settlement of an export investigation matter, settlement of the
work stoppage at our Springfield, Ohio, pump manufacturing plant and the
impact of the hurricane in the Gulf of Mexico the last week of August. 

Fourth 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 orders of $173 million, an
increase of $8 million over the prior year period excluding the impact of
currency.  Sales were $176 million in the fourth quarter of fiscal 2012 and
$10 million over the prior year period, excluding currency impacts. EBIT was
$45 million, which included the unfavorable impact of the Gulf of Mexico
hurricane of $2 million, compared with EBIT of $51 million in the prior year
period.  Product mix had a negative impact on the current quarter's EBIT, as
the sales of profitable drilling system products were lower compared with the
prior year.  Ending backlog was $170 million, significantly higher than the
$121 million at the end of the prior year.

The Process & Flow Control segment reported orders of $94 million, which were
$4 million, or 4%, over the prior year period excluding currency impacts.  The
increase was primarily due to improving demand for capital goods in the
chemical markets.  Sales of $99 million were $13 million, or 14%, higher than
the prior year excluding currency impacts.  The segment reported $12 million
of EBIT in the fourth quarter of 2012, including costs related to the
settlement of the work stoppage at the Springfield, Ohio, pump manufacturing
plant, or 11.9% of sales, as compared with $7 million of adjusted EBIT, or
7.1%, of sales in the prior year period.  Backlog rose to $138 million from
$130 million at the end of the prior fiscal year.

"We are pleased with performance in both of our business segments," said Peter
C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc. 
"The Energy Services segment has been impacted by a reduction in U.S. rig
count and lower drilling activity during the quarter, 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 and recovering margin with a sharper focus on regional pricing
opportunities and cost controls resulting in operating margin of nearly 12%
for the quarter, including the effect of the work stoppage settlement."

Share Repurchase

During the fourth quarter and prior to June 19, 2012 the Company repurchased
0.5 million of its shares for a total of $24 million.  For the fiscal year of
2012 the Company repurchased 4.0 million shares for a total of $187 million. 

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 November 20, 2012 to shareholders of record as of October 29, 2012.

About Robbins & Myers

Robbins & Myers, Inc. is a leading supplier of engineered equipment and
systems for critical applications in global energy, industrial, chemical and
pharmaceutical markets.

In this release the Company refers to EBIT, adjusted EBIT, and adjusted DEPS
which are non-GAAP measures.  The Company uses these measures to evaluate its
performance and believes these measures are helpful to investors in assessing
its performance.  A reconciliation of these amounts to net income from
continuing operations is included herein.  EBIT is not a measure of cash
available for use by the Company.

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' preliminary proxy statement filed with the SEC on August 31,
2012 in connection with the merger, its Annual Report on Form 10-K for the
year ended August 31, 2011; its recent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K; and other reports filed by it with the SEC from
time to time (including the final proxy statement relating to the proposed
merger).  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 a preliminary
proxy statement with the SEC on August 31, 2012 and may file other relevant
materials with the SEC as well.  INVESTORS AND SECURITY HOLDERS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT AND ANY OTHER MATERIALS REGARDING THE
PROPOSED MERGER (INCLUDING THE FINAL PROXY STATEMENT) WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT
ROBBINS & MYERS AND THE PROPOSED MERGER.  The final proxy statement will be
mailed to Robbins & Myers shareholders.  Investors and security holders may
obtain a free copy of the proxy statement (when it is available) 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 preliminary proxy
statement filed by Robbins & Myers with the SEC on August 31, 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)                          August 31, 2012  August 31, 2011
ASSETS
 Current Assets:
    Cash and cash equivalents           $166,925         $230,606
    Accounts receivable                 180,047          166,511
    Inventories                         162,713          151,463
    Other current assets                11,206           11,247
    Deferred taxes                      21,169           18,674
      Total Current Assets              542,060          578,501
 Goodwill & Other Intangible Assets     773,604          798,719
 Deferred Taxes                         25,200           26,344
 Other Assets                           12,663           13,776
 Property, Plant & Equipment            169,736          165,626
                                        $1,523,263       $1,582,966
LIABILITIES AND EQUITY
 Current Liabilities:
    Accounts payable                    $95,698          $84,761
    Accrued expenses                    99,319           91,253
    Current portion of long-term debt   153              421
      Total Current Liabilities         195,170          176,435
 Long-Term Debt - Less Current Portion  -                24
 Deferred Taxes                         134,758          131,697
 Other Long-Term Liabilities            102,056          108,391
 Total Equity                           1,091,279        1,166,419
                                        $1,523,263       $1,582,966

 

ROBBINS & MYERS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME
STATEMENT
       (Unaudited)
                                        Three Months            Twelve  Months
                              Ended                   Ended
                              August 31,    August    August 31,     August
                                            31,                      31, 
(in thousands,  except per    2012          2011      2012           2011
share data)
Sales                         $275,197      $258,998  $1,034,783     $820,640
Cost of sales                 173,424       158,687   632,058        515,574
Gross profit                  101,773       100,311   402,725        305,066
Selling, general and          51,788        46,892    181,150        156,571
administrative expenses
Other expense                 2,959         1,012     2,959          17,152
Income before interest and    47,026        52,407    218,616        131,343
income taxes (EBIT)
Interest expense (income),    116           (235)     102            (196)
net
Income from continuing
operations before income      46,910        52,642    218,514        131,539
taxes 
Income tax expense            14,270        17,110    67,523         50,260
Net income from continuing    32,640        35,532    150,991        81,279
operations
Income from discontinued      -             -         -              53,637
operations, net of tax
Net income including          32,640        35,532    150,991        134,916
noncontrolling interest
Less: Net income attributable 240           108       991            904
to noncontrolling interest
Net income attributable to    $32,400       $35,424   $150,000       $134,012
Robbins & Myers, Inc. 
Net income per share from
continuing operations:
       Basic                  $0.77         $0.77     $3.41          $1.96
       Diluted                $0.76         $0.77     $3.39          $1.94
Net income per share:
       Basic                  $0.77         $0.77     $3.41          $3.26
       Diluted                $0.76         $0.77     $3.39          $3.24
Weighted average common
shares outstanding:
       Basic                  42,195        45,852    44,015         41,063
       Diluted                42,356        46,114    44,197         41,420

 

 

ROBBINS & MYERS, INC. AND
SUBSIDIARIES
CONDENSED BUSINESS SEGMENT INFORMATION FOR CONTINUING
OPERATIONS
 (Unaudited)
                        Three Months Ended        Twelve Months Ended
                        August       August       August 31,     August
                        31,          31,                         31,
(in thousands)          2012         2011         2012           2011
 Customer Sales
        Energy          $175,716     $166,702     $665,487       $477,198
        Services
        Process & Flow  99,481       92,296       369,296        343,442
        Control
        Total           $275,197     $258,998     $1,034,783     $820,640
 Income Before Interest and
 Income Taxes (EBIT) (5)
        Energy          $44,807      $51,218      $198,025       $130,968 (3)
        Services
        Process & Flow  11,843       5,542    (2) 41,429         26,812   (2)
        Control
        Corporate and   (9,624)  (1) (4,353)      (20,838)   (1) (26,437) (4)
        Eliminations
        Total           $47,026      $52,407      $218,616       $131,343
 Depreciation and
 Amortization
        Energy          $6,780       $6,293       $23,401        $23,560
        Services
        Process & Flow  1,992        2,185        8,176          8,392
        Control
        Corporate and   83           93           342            336
        Eliminations
        Total           $8,855       $8,571       $31,919        $32,288
 Customer Orders
        Energy          $172,765     $165,740     $714,367       $517,755
        Services
        Process & Flow  94,176       96,258       386,617        358,495
        Control
        Total           $266,941     $261,998     $1,100,984     $876,250
 Backlog
        Energy          $169,723     $121,254     $169,723       $121,254
        Services
        Process & Flow  138,067      129,810      138,067        129,810
        Control
        Total           $307,790     $251,064     $307,790       $251,064
 (1)    Includes NOV merger-related costs of $3.0 million for legal,
        advisory and professional fees.
 (2)    Includes restructuring costs of $1.0 million related to employee
        termination benefits at our German facility.
        Includes merger-related costs of $3.0 million associated with
 (3)    employee termination benefits, $7.2 million related to backlog
        amortization; and $9.5 million of expense due to inventory
        write-up values recorded in cost of sales.
 (4)    Includes costs of $5.9 million due to merger-related professional
        fees and accelerated equity compensation expense.
        EBIT is a non-GAAP measure. The Company uses this measure to
        evaluate its performance and believes this measure is helpful to
 (5)    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          Twelve Months
                                 Ended                   Ended
                                 August 31,    August    August 31,   August
                                               31,                    31, 
(in thousands)                   2012          2011      2012         2011
Operating activities:
   Net income including          $32,640       $35,532   $150,991     $134,916
noncontrolling interest
   Depreciation and              8,855         8,571     31,919       33,961
amortization
   Gain on sale of businesses    -             -         -            (53,357)
   Working capital               5,711         16,896    (12,052)     (36,546)
   Other changes, net            5,746         14,341    (10,426)     22,074
Cash provided by operating       52,952        75,340    160,432      101,048
activities
Investing activities:
   Business acquisition, net of  -             -         -            (90,410)
cash acquired
   Proceeds from sale of         -             -         -            89,247
businesses
   Capital expenditures, net of  (8,658)       (14,084)  (29,464)     (28,307)
nominal disposals
Cash used by investing           (8,658)       (14,084)  (29,464)     (29,470)
activities
Financing activities:
   Payments of debt, net         (48)          (750)     (292)        (3,847)
   Share repurchase program      (23,971)      -         (187,249)    -
   Dividends paid                (2,110)       (2,064)   (8,581)      (7,557)
   Proceeds from issuance of     1,075         (964)     7,520        21,941
common stock and other, net
Cash (used) provided by          (25,054)      (3,778)   (188,602)    10,537
financing activities
Exchange rate impact on cash     1,008         1,062     (6,047)      (722)
Increase (decrease) in cash      20,248        58,540    (63,681)     81,393
Cash and cash equivalents at     146,677       172,066   230,606      149,213
beginning of period
Cash and cash equivalents at     $166,925      $230,606  $166,925     $230,606
end of period

 

ROBBINS & MYERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS TO EBIT AND ADJUSTED
EBIT
RECONCILIATION OF DILUTED EARNINGS PER SHARE (DEPS) FROM CONTINUING OPERATIONS
TO ADJUSTED DEPS FROM CONTINUING OPERATIONS 
   (Unaudited)
                                        Three Months Ended
                                        August 31,         August 31,
( $ in thousands, except per share      2012               2011
data)
                                                 Per                Per
                                                 Share              Share 
CONSOLIDATED:
 Net income from cont. operations
 attributable to R&M / Diluted EPS from $32,400  $0.76     $35,424  $0.77
 cont. operations
 Net income attributable to             240                108
 noncontrolling interest
 Income tax expense                     14,270             17,110
 Interest expense (income), net         116                (235)
 EBIT                                   47,026             52,407
 Special items:
        Pending merger-related costs    2,959              -
        related to NOV
        Restructuring costs at our
        German facility  (Process &     -                  1,012
        Flow Control segment)
 Unusual operating items:
        Potential settlement costs for  1,800              -
        export investigation
        Settlement costs of work
        stoppage at manufacturing plant 2,500              -
        (Process & Flow Control
        segment)
        Impact of hurricane in the Gulf
        of Mexico (Energy Services      2,000              -
        segment)
                                        9,259    0.16      1,012    0.02
 Adjusted EBIT                          $56,285  $0.92     $53,419  $0.79
PROCESS & FLOW CONTROL SEGMENT:
 EBIT                                   $11,843            $5,542
 Special item: Restructuring costs at   -                  1,012
 our German facility 
 Adjusted EBIT                          $11,843            $6,554
 Adjusted EBIT margin                   11.9%              7.1%
 EBIT, adjusted EBIT, adjusted EBIT margin %, and adjusted diluted EPS from
 continuing operations are non-GAAP financial measures. The Company uses
 these measures to evaluate its businesses, and allocates resources to its
 businesses based on EBIT. EBIT is not, however, a measure of performance
 calculated in accordance with accounting principles generally accepted in
 the United States and should not be considered as an alternative to net
 income as a measure of our operating results. EBIT and adjusted EBIT are not
 a measure of cash available for use by the Company. Adjusted diluted EPS
 from continuing operations should not be considered as an alternative to
 reported net income as an indicator of performance.

 

 

 

 

SOURCE Robbins & Myers, Inc.

Contact: Robbins & Myers, Inc., Kevin Brown, +1-936-856-9109,
Kevin.Brown@robn.com
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