DAYTON, Ohio, Jan. 7, 2011 /PRNewswire/ -- Robbins &
Myers, Inc. (NYSE: RBN) today reported diluted net earnings per
share (DEPS) of $0.44 for its fiscal
first quarter ended November 30,
2010, compared with $0.18 in
the prior year first quarter. Consolidated sales were $164 million in the first quarter of 2011, 27%
higher than the first quarter of 2010. Each of Robbins & Myers'
business platforms achieved significant year-over-year sales
growth. Robbins & Myers reported first quarter 2011 orders of
$190 million, 38% higher than the
comparable prior year period, and backlog grew to $204 million, the highest level in two years.
"We are benefiting from growth in unconventional drilling, which
includes both horizontal and directional rigs, as exploration and
production companies invest to capture oil and gas from the shale
formations," said Peter C. Wallace,
President and Chief Executive Officer of Robbins & Myers, Inc.
"This particular portion of the energy markets has been
extremely strong, and we have products well-suited for this type of
drilling. Other energy market products are experiencing growth,
although at more moderate levels. Outside of the energy markets,
our businesses continue to benefit from slowly-improving market
conditions in developed global regions and higher growth in
developing regions. As expected, recent growth in orders is
translating into higher sales and profits."
The Company reported first quarter 2011 earnings before interest
and taxes (EBIT) of $24 million,
significantly higher than the $10
million reported in the first quarter of 2010. Operating
margins grew 730 basis points to 14.8%. Each of Robbins &
Myer's business platforms achieved profitability in the first
quarter of 2011. Most of the Company's first quarter 2011 profits
were generated in its Fluid Management Group, which benefitted from
an exceptionally strong sales mix.
Based on the strength of served energy markets, the Company is
increasing its fiscal 2011 DEPS forecast from $1.45-$1.65 to $1.85-$2.05. The Company expects to earn
$0.40-$0.50 in its second quarter of
2011, which includes cost pressures from typical seasonal plant
shut-downs. These forecasts exclude restructuring charges and the
financial impact from the pending merger with T-3 Energy Services,
Inc.
Vote on T-3 Merger Later Today; Integration Preparations Well
Underway
As originally announced on November 18,
2010, Robbins & Myers, Inc. and T-3 Energy Services,
Inc. (Nasdaq: TTES) are each holding special shareholders meetings
to approve the merger of T-3 with a subsidiary of Robbins &
Myers.
"Pending shareholder approval later today, we expect to complete
the acquisition on Monday, January 10," said Mr. Wallace. "Our
integration teams have been actively preparing to bring the two
companies together, creating a strategic platform with better scale
to support future growth and global expansion. I remain excited
about the opportunities this acquisition will create for
shareholders, employees and customers."
Dividend Increase
Robbins & Myers also announced today that its Board of
Directors approved an increase in the quarterly cash dividend
payment from $0.0425 to $0.0450 per
share. The dividend is payable on February
18, 2011 to shareholders of record as of January 21, 2011.
Mr. Wallace commented, "I am pleased to announce our fifth
consecutive annual dividend increase, reflecting our strong
financial position, successful business performance, and strategy
to create long-term shareholder value."
First Quarter Results by Segment
All comparisons are made against the comparable year-ago
quarterly period unless otherwise stated.
The Company's Fluid Management segment reported orders of
$102 million, up 50%, due primarily
to strength in energy markets. Sales of $91
million were 34% higher, and EBIT nearly doubled to
$28 million. EBIT margins of 30.8%
were 630 basis points higher. Ending backlog nearly doubled to
$68 million.
The Process Solutions segment reported orders of $54 million, an increase of 29% due to improving
demand for capital goods in chemical markets, especially in
developing economies. Sales of $49
million were 14% higher, and the business reported
$1 million of EBIT in the first
quarter of 2011 as compared with a $2
million loss in the prior year first quarter. Backlog
expanded for the fifth consecutive quarter, ending the quarter at
$85 million.
The Romaco segment had orders of $34
million, an increase of 24% due to continued recoveries in
the segment's pharmaceutical, food and other served markets.
Backlog grew to $50 million in the
first quarter of 2011. Sales increased 31% to $23 million, and EBIT improved from a prior year
loss of $1 million to slightly above
break-even.
Conference Call to Be Held Today, January 7 at 2:00
PM (Eastern)
A conference call to discuss first quarter 2011 financial
results has been scheduled for 2:00
PM Eastern on Friday, January 7,
2011. The call can be accessed at www.robn.com or by dialing
800-901-5241 (US/Canada) or
+1-617-786-2963, using conference ID #93307338. Replays of
the call can be accessed by dialing 888-286-8010 (U.S./Canada) or +1-617-801-6888, both using replay
ID #38790553.
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, 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 our Condensed Consolidated Income Statement. 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, including statements regarding future financial
performance, future market demand, future benefits to shareholders,
future economic and industry conditions, the proposed merger
between R&M and T-3 (including its benefits, results, effects
and timing), and whether and when the transactions contemplated by
the merger agreement will be consummated, 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 Company's
control, 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 the shareholders of R&M or
the stockholders of T-3 to approve the merger; potential
uncertainties regarding market acceptance of the combined company;
competitive responses to the proposed merger; costs and
difficulties related to integration of T-3's businesses and
operations; the inability to or delay in obtaining cost savings and
synergies from the merger; inability to retain key personnel;
changes in the demand for or price of oil and/or natural gas; a
significant decline in capital expenditures within the markets
served by the Company; the ability to realize the benefits of
restructuring programs; increases in competition; changes in the
availability and cost of raw materials; foreign exchange rate
fluctuations as well as economic or political instability in
international markets and performance in hyperinflationary
environments, such as Venezuela;
work stoppages related to union negotiations; customer order
cancellations; the possibility of product liability lawsuits that
could harm our businesses; events or circumstances which result in
an impairment of, or valuation against, assets; the potential
impact of U.S. and foreign legislation, government regulations, and
other governmental action, including those relating to export and
import of products and materials, and changes in the interpretation
and application of such laws and regulations; the outcome of audit,
compliance, administrative or investigatory reviews; proposed
changes in U.S. tax law which could impact our future tax expense
and cash flow; decline in the market value of our pension plan
investment portfolios; and other important risk factors discussed
more fully in R&M's reports on Form 10-K for the year ended
August 31, 2010; its recent Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K; the joint
proxy statement/prospectus filed with the Securities and Exchange
Commission ("SEC") on November 29,
2010; and other reports filed from time to time with the
SEC. R&M does not undertake any obligation to revise or
update publicly any forward-looking statements for any reason.
Additional Information
In connection with the proposed merger, R&M filed a
registration statement on Form S-4 (333-17052) with the SEC that
includes a joint proxy statement of R&M and T-3 and a
prospectus of R&M. INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE RELATED
JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT R&M, T-3 AND THE PROPOSED MERGER.
Investors and security holders may obtain a free copy of the
registration statement and the joint proxy statement/prospectus and
other documents containing information about R&M and T-3,
without charge, at the SEC's web site at www.sec.gov. Copies
of R&M's SEC filings also may be obtained for free by directing
a request to Robbins & Myers, Inc., 51 Plum Street, Suite 260,
Dayton, Ohio 45440,
+1-(937)-458-6600. Copies of T-3's SEC filings also may be
obtained for free by directing a request to T-3 Energy Services,
Inc., 7135 Ardmore, Houston, Texas
77054, +1-713-996-4110.
Participants in the Solicitation
R&M and T-3 and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from their respective stockholders in respect of the
proposed merger. Information about these persons can be found
in R&M's Annual Report on Form 10-K for its fiscal year ended
August 31, 2010, as filed with the
SEC on October 26, 2010 and amended
on December 23, 2010, T-3's proxy
statement relating to its 2010 Annual Meeting of Stockholders, as
filed with the SEC on April 30, 2010,
T-3's Current Report on Form 8-K filed with the SEC on June 16, 2010, and the joint proxy
statement/prospectus related to the merger, which was filed with
the SEC on November 29, 2010.
These documents can be obtained free of charge from the
sources indicated above.
|
ROBBINS & MYERS, INC. AND
SUBSIDIARIES
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED BALANCE
SHEET
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
November 30,
2010
|
|
August 31,
2010
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$144,209
|
|
$149,213
|
|
|
|
|
Accounts
receivable
|
|
123,687
|
|
115,387
|
|
|
|
|
Inventories
|
|
112,453
|
|
97,939
|
|
|
|
|
Other current
assets
|
|
7,521
|
|
7,589
|
|
|
|
|
Deferred taxes
|
|
14,290
|
|
14,164
|
|
|
|
|
Total Current
Assets
|
|
402,160
|
|
384,292
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill & Other Intangible
Assets
|
|
269,416
|
|
264,106
|
|
|
|
Deferred Taxes
|
|
34,589
|
|
33,932
|
|
|
|
Other Assets
|
|
9,568
|
|
10,091
|
|
|
|
Property, Plant &
Equipment
|
|
126,776
|
|
124,600
|
|
|
|
|
|
|
$842,509
|
|
$817,021
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
|
|
|
Current
Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$66,249
|
|
$66,562
|
|
|
|
|
Accrued expenses
|
|
91,829
|
|
90,345
|
|
|
|
|
Current portion of long-term
debt
|
|
140
|
|
192
|
|
|
|
|
Total Current
Liabilities
|
|
158,218
|
|
157,099
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-Term Debt - Less Current
Portion
|
|
98
|
|
93
|
|
|
|
Deferred Taxes
|
|
42,738
|
|
42,568
|
|
|
|
Other Long-Term
Liabilities
|
|
131,583
|
|
126,237
|
|
|
|
Total Equity
|
|
509,872
|
|
491,024
|
|
|
|
|
|
|
$842,509
|
|
$817,021
|
|
|
|
|
|
|
|
|
|
ROBBINS & MYERS, INC. AND
SUBSIDIARIES
|
|
|
CONDENSED CONSOLIDATED INCOME
STATEMENT
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
November
30,
|
|
November
30,
|
|
(in thousands, except per
share data)
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
Sales
|
|
|
$163,949
|
|
$129,413
|
|
Cost of sales
|
|
101,778
|
|
86,379
|
|
Gross profit
|
|
62,171
|
|
43,034
|
|
SG&A expenses
|
|
37,975
|
|
33,298
|
|
Income before interest and
income taxes
|
|
24,196
|
|
9,736
|
|
Interest (income) expense,
net
|
|
(25)
|
|
143
|
|
Income before income
taxes
|
|
24,221
|
|
9,593
|
|
Income tax
expense
|
|
9,129
|
|
3,367
|
|
Net income including
noncontrolling interest
|
|
15,092
|
|
6,226
|
|
Less: Net income attributable to
noncontrolling interest
|
396
|
|
196
|
|
Net income attributable to
Robbins & Myers, Inc.
|
|
$14,696
|
|
$6,030
|
|
|
|
|
|
|
|
|
|
|
Net income per
share:
|
|
|
|
|
|
|
Basic
|
|
|
$0.45
|
|
$0.18
|
|
|
Diluted
|
|
|
$0.44
|
|
$0.18
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
outstanding:
|
|
|
|
|
|
|
Basic
|
|
|
32,971
|
|
32,872
|
|
|
Diluted
|
|
|
33,087
|
|
32,911
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROBBINS & MYERS, INC. AND
SUBSIDIARIES
|
|
CONDENSED BUSINESS SEGMENT
INFORMATION
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
|
|
|
|
November
30,
|
|
November
30,
|
|
(in thousands)
|
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Sales
|
|
|
|
|
|
|
|
|
Fluid Management
|
|
$91,336
|
|
$68,188
|
|
|
|
Process Solutions
|
|
49,434
|
|
43,533
|
|
|
|
Romaco
|
|
|
23,179
|
|
17,692
|
|
|
|
Total
|
|
|
|
$163,949
|
|
$129,413
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Interest and
Income Taxes (EBIT)
|
|
|
|
|
|
|
Fluid Management
|
|
$28,165
|
|
$16,734
|
|
|
|
Process Solutions
|
|
1,119
|
|
(1,651)
|
|
|
|
Romaco
|
|
|
92
|
|
(758)
|
|
|
|
Corporate and
Eliminations
|
|
(5,180)
|
|
(4,589)
|
|
|
|
Total
|
|
|
|
$24,196
|
|
$9,736
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
Amortization
|
|
|
|
|
|
|
|
Fluid Management
|
|
$1,978
|
|
$2,047
|
|
|
|
Process Solutions
|
|
1,182
|
|
1,483
|
|
|
|
Romaco
|
|
|
659
|
|
578
|
|
|
|
Corporate and
Eliminations
|
|
72
|
|
86
|
|
|
|
Total
|
|
|
|
$3,891
|
|
$4,194
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer Orders
|
|
|
|
|
|
|
|
|
Fluid Management
|
|
$102,226
|
|
$68,107
|
|
|
|
Process Solutions
|
|
54,045
|
|
41,914
|
|
|
|
Romaco
|
|
|
33,517
|
|
27,134
|
|
|
|
Total
|
|
|
|
$189,788
|
|
$137,155
|
|
|
|
|
|
|
|
|
|
|
|
|
Backlog
|
|
|
|
|
|
|
|
|
|
Fluid Management
|
|
$68,322
|
|
$35,162
|
|
|
|
Process Solutions
|
|
85,247
|
|
60,295
|
|
|
|
Romaco
|
|
|
50,036
|
|
51,410
|
|
|
|
Total
|
|
|
|
$203,605
|
|
$146,867
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(in thousands)
|
|
November
30,
2010
|
|
November
30,
2009
|
|
|
|
|
|
|
|
|
|
|
Operating
activities:
|
|
|
|
|
|
|
Net income including
noncontrolling interest
|
$15,092
|
|
$6,226
|
|
Depreciation and
amortization
|
3,891
|
|
4,194
|
|
Working capital and other
changes, net
|
(21,493)
|
|
870
|
|
Cash (used) provided by
operating activities
|
(2,510)
|
|
11,290
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities:
|
|
|
|
|
|
|
Capital expenditures, net
of nominal disposals
|
(3,100)
|
|
(2,182)
|
|
Cash used by investing
activities
|
(3,100)
|
|
(2,182)
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
|
(Payments) proceeds of
long-term debt, net
|
(47)
|
|
1,286
|
|
Dividends
paid
|
|
|
|
(1,405)
|
|
(1,314)
|
|
Other, net
|
|
|
|
|
323
|
|
111
|
|
Cash (used) provided by
financing activities
|
(1,129)
|
|
83
|
|
Exchange rate impact on
cash
|
1,735
|
|
1,750
|
|
(Decrease) increase in
cash
|
|
(5,004)
|
|
10,941
|
|
Cash at beginning of
period
|
|
149,213
|
|
108,169
|
|
Cash at end of
period
|
|
$144,209
|
|
$119,110
|
|
|
|
|
|
|
|
|
|
|
|
|
SOURCE Robbins & Myers, Inc.