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8-K - FORM 8-K - ROBBINS & MYERS, INC. | l42966e8vk.htm |
Exhibit 99.1
Investor Relations
+1 (937) 458-6600
+1 (937) 458-6600
ROBBINS & MYERS ANNOUNCES THIRD QUARTER 2011 RESULTS
Record orders and sales levels; energy markets remain strong;
T-3 performance exceeds expectations
T-3 performance exceeds expectations
DAYTON, OHIO, June 22, 2011...Robbins & Myers, Inc. (NYSE: RBN) today reported diluted net
earnings per share (DEPS) of $1.54 in its fiscal third quarter ended May 31, 2011, including a
$1.16 net gain from the sale of its Romaco business in April. DEPS from continuing operations were
$0.41 compared with $0.20 in the prior year third quarter. Adjusting for charges relating to the
January 10, 2011 acquisition of T-3 Energy Services, Inc., the Company earned $0.53 per share from
continuing operations in the third quarter of 2011. Current quarter adjusted DEPS included a
charge of $0.15 per share to reduce the value of certain tax assets in the Companys Process
Solutions business.
Consolidated sales were at an all-time high of $237 million in the third quarter of 2011.
Excluding T-3, sales were $170 million, representing 42% growth over the prior year quarter. Both
of Robbins & Myers business platforms achieved strong growth. Consolidated third quarter 2011
orders were a record $263 million, or $171 million excluding T-3, 29% higher than the comparable
prior year period. Backlog at the end of the recent quarter stood at $248 million. These results
exclude Romaco, which is included in income from discontinued operations.
Performance across our energy product lines exceeded expectations this quarter due to very strong
demand from our oil & gas customers, said Peter C. Wallace, President and Chief Executive Officer
of Robbins & Myers, Inc. T-3 booked a record level of orders in the quarter, benefitting from
higher drill rig deployments and later-cycle new rig builds. The business has outperformed our
expectations since we acquired it in January, and the integration remains on track.
Third quarter 2011 earnings before interest and taxes (EBIT) were $39 million or a record $47
million excluding one-time charges relating to the acquisition of T-3, significantly higher than
the $12 million reported in the third quarter of 2010. Adjusted EBIT margins were 19.8%, double
the margins in the prior year third quarter. The Company reported adjusted EBITDA of $54 million
in the third quarter of 2011, compared with $15 million in the third quarter of fiscal 2010.
Robbins & Myers generated $39 million of cash from operating activities in the third quarter of
fiscal 2011 compared with $28 million in the prior year same quarter. Working capital efficiency
improved across the enterprise, and the Company ended the recent quarter with $172 million of cash
and $1 million of debt.
Recent record-setting performance reflects in part a more profitable portfolio of businesses
following the recent acquisition of T-3 and divestiture of Romaco, said Mr. Wallace. The Company
supplies products and services that improve customer productivity in critical applications. We are
improving product management, engineering
and customer-facing capabilities to support our organic growth strategy, and our acquisition
program focuses on new platforms for growth and businesses that complement existing product lines.
We have ample financial capacity to support our growth programs.
Updated Guidance
Based on current strength in energy markets and the Companys backlog levels, Robbins & Myers
increased its fiscal 2011 adjusted DEPS forecast from $1.95-$2.15 to $2.23-$2.33 and expects to
earn $0.65-$0.75 in its fourth quarter of 2011. The Companys forecasts exclude restructuring
costs, one-time costs associated with the T-3 acquisition, gains resulting from the sale of the
Romaco businesses, and income from discontinued operations.
Discontinued Operations
Discontinued operations represent the net income of the Romaco business for all periods presented
prior to its April 29, 2011 divestiture. Discontinued operations in the third quarter and nine
months ended May 31, 2011 also include a $53 million gain from the sale of the Romaco business.
Third Quarter Results by Segment
All comparisons are made against the comparable year-ago quarterly period unless otherwise stated.
The Companys Fluid Management segment reported orders of $204 million, or $111 million
excluding T-3, up 32%, due to strength in energy and industrial markets. Sales were $181 million
in the third quarter, or $112 million excluding T-3, an increase of 43%. Adjusted EBIT was $51
million or 28.3% of sales, an increase of 310 basis points. Ending backlog of $155 million, which
includes $90 million from T-3, compared with $52 million at the end of the prior year third
quarter.
The Process Solutions segment reported orders of $59 million, an increase of 24% due to
improving demand for capital goods in certain regional chemical markets. Sales of $57 million were
42% higher, and the business reported $1.5 million of EBIT in the third quarter of 2011 compared
with a $1.9 million loss. Backlog expanded for the seventh consecutive quarter, ending the quarter
at $93 million. European restructuring activities are expected to be expanded in the fourth
quarter of 2011 to improve the business long-term cost structure.
Conference Call to Be Held Today, June 22 at 10:00 AM (Eastern)
A conference call to discuss third quarter 2011 financial results is scheduled for 10:00 AM Eastern
on Wednesday, June 22, 2011. The call can be accessed at www.robn.com or by dialing 866-356-3093
(US/Canada) or +1-617-597-5381, using conference ID #53772485. Replays of the call can be accessed
by dialing 888-286-8010 (US/Canada) or +1-617-801-6888, both using replay ID #50085776.
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, adjusted EBITDA and adjusted DEPS, all
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 EBIT to net
income is included in our Condensed Consolidated Income Statement, and other reconciliations are
included in this press release. EBIT, adjusted EBIT, adjusted EBITDA and adjusted DEPS are 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, 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 Companys 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: costs and difficulties
related to the integration of T-3; the inability to or delay in obtaining cost savings and
synergies from the T-3 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 the Companys
reports on Form 10-K/A for the year ended August 31, 2010; its recent Quarterly Reports on Form
10-Q and Current Reports on Form 8-K; and other reports filed from time to time with the SEC.
Robbins & Myers does not undertake any obligation to revise or update publicly any forward-looking
statements for any reason.
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands) | May 31, 2011 | August 31, 2010 | ||||||
ASSETS |
||||||||
Current Assets: |
||||||||
Cash and cash equivalents |
$ | 172,066 | $ | 149,213 | ||||
Accounts receivable |
157,093 | 93,466 | ||||||
Inventories |
157,860 | 84,716 | ||||||
Other current assets |
13,110 | 5,983 | ||||||
Deferred taxes |
16,993 | 13,683 | ||||||
Assets of discontinued operations |
| 79,247 | ||||||
Total Current Assets |
517,122 | 426,308 | ||||||
Goodwill & Other Intangible Assets |
801,946 | 253,515 | ||||||
Deferred Taxes |
24,224 | 31,002 | ||||||
Other Assets |
12,799 | 9,715 | ||||||
Property, Plant & Equipment |
156,715 | 96,481 | ||||||
$ | 1,512,806 | $ | 817,021 | |||||
LIABILITIES AND EQUITY |
||||||||
Current Liabilities: |
||||||||
Accounts payable |
$ | 77,296 | $ | 45,888 | ||||
Accrued expenses |
85,957 | 71,905 | ||||||
Current portion of long-term debt |
1,173 | 133 | ||||||
Liabilities of discontinued operations |
| 46,815 | ||||||
Total Current Liabilities |
164,426 | 164,741 | ||||||
Long-Term Debt Less Current Portion |
24 | 93 | ||||||
Deferred Taxes |
105,253 | 40,615 | ||||||
Other Long-Term Liabilities |
119,623 | 120,548 | ||||||
Total Equity |
1,123,480 | 491,024 | ||||||
$ | 1,512,806 | $ | 817,021 | |||||
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENT
(Unaudited)
CONDENSED CONSOLIDATED INCOME STATEMENT
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
May 31, | May 31, | May 31, | May 31, | |||||||||||||
(in thousands, except per share data) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Sales |
$ | 237,058 | $ | 119,711 | $ | 561,642 | $ | 338,269 | ||||||||
Cost of sales |
150,984 | 78,717 | 356,887 | 227,666 | ||||||||||||
Gross profit |
86,074 | 40,994 | 204,755 | 110,603 | ||||||||||||
Selling, general and administrative expenses |
44,564 | 29,273 | 109,679 | 82,182 | ||||||||||||
Other expense |
2,828 | | 16,140 | | ||||||||||||
Income before interest and income taxes (EBIT) |
38,682 | 11,721 | 78,936 | 28,421 | ||||||||||||
Interest expense, net |
56 | 102 | 39 | 406 | ||||||||||||
Income from continuing operations before income taxes |
38,626 | 11,619 | 78,897 | 28,015 | ||||||||||||
Income tax expense |
19,431 | 4,729 | 33,150 | 10,729 | ||||||||||||
Net income from continuing operations |
19,195 | 6,890 | 45,747 | 17,286 | ||||||||||||
Income from discontinued operations, net of tax |
52,035 | 1,436 | 53,637 | 1,719 | ||||||||||||
Net income including noncontrolling interest |
71,230 | 8,326 | 99,384 | 19,005 | ||||||||||||
Less: Net income attributable to noncontrolling interest |
275 | 164 | 796 | 620 | ||||||||||||
Net income attributable to Robbins & Myers, Inc. |
$ | 70,955 | $ | 8,162 | $ | 98,588 | $ | 18,385 | ||||||||
Net income per share from continuing operations: |
||||||||||||||||
Basic |
$ | 0.41 | $ | 0.20 | $ | 1.14 | $ | 0.51 | ||||||||
Diluted |
$ | 0.41 | $ | 0.20 | $ | 1.13 | $ | 0.51 | ||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 1.56 | $ | 0.25 | $ | 2.50 | $ | 0.56 | ||||||||
Diluted |
$ | 1.54 | $ | 0.25 | $ | 2.48 | $ | 0.56 | ||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
45,616 | 32,941 | 39,449 | 32,913 | ||||||||||||
Diluted |
45,965 | 33,016 | 39,812 | 32,973 |
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED BUSINESS SEGMENT INFORMATION FOR CONTINUING OPERATIONS
(Unaudited)
CONDENSED BUSINESS SEGMENT INFORMATION FOR CONTINUING OPERATIONS
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
May 31, | May 31, | May 31, | May 31, | |||||||||||||
(in thousands) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Customer Sales |
||||||||||||||||
Fluid Management |
$ | 180,506 | $ | 79,813 | $ | 406,628 | $ | 214,971 | ||||||||
Process Solutions |
56,552 | 39,898 | 155,014 | 123,298 | ||||||||||||
Total |
$ | 237,058 | $ | 119,711 | $ | 561,642 | $ | 338,269 | ||||||||
Income Before Interest and Income Taxes (EBIT) (4) |
||||||||||||||||
Fluid Management |
$ | 42,909 | (1) | $ | 20,104 | $ | 97,870 | (2) | $ | 50,471 | ||||||
Process Solutions |
1,525 | (1,895 | ) | 3,150 | (6,084 | ) | ||||||||||
Corporate and Eliminations |
(5,752 | ) | (6,488 | ) | (22,084) | (3) | (15,966 | ) | ||||||||
Total |
$ | 38,682 | $ | 11,721 | $ | 78,936 | $ | 28,421 | ||||||||
Depreciation and Amortization |
||||||||||||||||
Fluid Management |
$ | 8,883 | $ | 1,995 | $ | 19,733 | $ | 6,011 | ||||||||
Process Solutions |
1,269 | 1,262 | 3,741 | 4,164 | ||||||||||||
Corporate and Eliminations |
97 | 74 | 243 | 231 | ||||||||||||
Total |
$ | 10,249 | $ | 3,331 | $ | 23,717 | $ | 10,406 | ||||||||
Orders |
||||||||||||||||
Fluid Management |
$ | 204,000 | $ | 84,987 | $ | 449,651 | $ | 232,954 | ||||||||
Process Solutions |
58,666 | 47,320 | 164,601 | 134,034 | ||||||||||||
Total |
$ | 262,666 | $ | 132,307 | $ | 614,252 | $ | 366,988 | ||||||||
Backlog |
||||||||||||||||
Fluid Management |
$ | 155,084 | $ | 52,000 | $ | 155,084 | $ | 52,000 | ||||||||
Process Solutions |
92,834 | 68,323 | 92,834 | 68,323 | ||||||||||||
Total |
$ | 247,918 | $ | 120,323 | $ | 247,918 | $ | 120,323 | ||||||||
(1) | Includes merger related costs of $2.8 million associated with backlog amortization and $5.4 million of expense due to inventory write-up values recorded in cost of sales. | |
(2) | Includes merger related costs of $10.2 million associated with employee termination benefits, backlog amortization and $9.5 million of expense due to inventory write-up values recorded in cost of sales. | |
(3) | Includes costs of $5.9 million due to merger related professional fees and accelerated equity compensation expense. | |
(4) | 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
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
May 31, | May 31, | May 31, | May 31, | |||||||||||||
(in thousands) | 2011 | 2010 | 2011 | 2010 | ||||||||||||
Operating activities: |
||||||||||||||||
Net income including noncontrolling interest |
$ | 71,230 | $ | 8,326 | $ | 99,384 | $ | 19,005 | ||||||||
Depreciation and amortization |
10,655 | 3,906 | 25,390 | 12,131 | ||||||||||||
Gain on sale of businesses |
(53,357 | ) | | (53,357 | ) | | ||||||||||
Gain on asset sales |
| | | (547 | ) | |||||||||||
Working capital |
2,421 | 12,803 | (53,442 | ) | 21,539 | |||||||||||
Other changes, net |
7,591 | 2,576 | 7,733 | 4,986 | ||||||||||||
Cash provided by operating activities |
38,540 | 27,611 | 25,708 | 57,114 | ||||||||||||
Investing activities: |
||||||||||||||||
Business acquisition, net of cash acquired |
| | (90,410 | ) | | |||||||||||
Proceeds from sale of businesses |
89,247 | | 89,247 | | ||||||||||||
Capital expenditures, net of nominal disposals |
(7,026 | ) | (3,259 | ) | (14,223 | ) | (6,706 | ) | ||||||||
Proceeds from asset sales |
| | | 1,094 | ||||||||||||
Cash provided (used) by investing activities |
82,221 | (3,259 | ) | (15,386 | ) | (5,612 | ) | |||||||||
Financing activities: |
||||||||||||||||
Payments of long-term debt, net |
(728 | ) | (30,227 | ) | (3,097 | ) | (29,657 | ) | ||||||||
Dividends paid |
(2,053 | ) | (1,402 | ) | (5,493 | ) | (4,115 | ) | ||||||||
Proceeds from issuance of common stock and other, net |
7,319 | 273 | 22,905 | 639 | ||||||||||||
Cash provided (used) by financing activities |
4,538 | (31,356 | ) | 14,315 | (33,133 | ) | ||||||||||
Exchange rate impact on cash |
(4,014 | ) | (2,719 | ) | (1,784 | ) | (3,841 | ) | ||||||||
Increase (decrease) in cash |
121,285 | (9,723 | ) | 22,853 | 14,528 | |||||||||||
Cash and cash equivalents at beginning of period |
50,781 | 132,420 | 149,213 | 108,169 | ||||||||||||
Cash and cash equivalents at end of period |
$ | 172,066 | $ | 122,697 | $ | 172,066 | $ | 122,697 | ||||||||
ROBBINS & MYERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO EBIT, ADJUSTED EBIT, ADJUSTED EBIT MARGIN % AND ADJUSTED EBITDA
RECONCILIATION OF DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO ADJUSTED DILUTED
RECONCILIATION OF DILUTED EARNINGS PER SHARE FROM CONTINUING OPERATIONS TO ADJUSTED DILUTED
EARNINGS PER SHARE FROM CONTINUING OPERATIONS
(Unaudited)
Three Months Ended | ||||||||
May 31, | May 31, | |||||||
(in thousands, except per share data) | 2011 | 2010 | ||||||
CONSOLIDATED: |
||||||||
Net income attributable to Robbins & Myers, Inc. |
$ | 70,955 | $ | 8,162 | ||||
Net income of discontinued operations |
(52,035 | ) | (1,436 | ) | ||||
Net income attributable to noncontrolling interest |
275 | 164 | ||||||
Income tax expense |
19,431 | 4,729 | ||||||
Interest expense, net |
56 | 102 | ||||||
EBIT (operating profit) |
38,682 | 11,721 | ||||||
Special items: |
||||||||
Fluid Management Segment: |
||||||||
Backlog amortization |
2,828 | | ||||||
Inventory write-up expensed in cost of sales |
5,396 | | ||||||
8,224 | | |||||||
Adjusted EBIT |
46,906 | 11,721 | ||||||
Adjusted EBIT margin |
19.8 | % | 9.8 | % | ||||
Depreciation and amortization, excluding backlog amortization |
7,421 | 3,331 | ||||||
Adjusted EBITDA |
$ | 54,327 | $ | 15,052 | ||||
Diluted EPS from continuing operations |
$ | 0.41 | ||||||
Per share effect of special items above |
0.12 | |||||||
Adjusted Diluted EPS from continuing operations |
$ | 0.53 | ||||||
FLUID MANAGEMENT SEGMENT: |
||||||||
EBIT |
$ | 42,909 | ||||||
Backlog amortization |
2,828 | |||||||
Inventory write-up expensed in cost of sales |
5,396 | |||||||
Adjusted EBIT |
$ | 51,133 | ||||||
Adjusted EBIT margin |
28.3 | % |
EBIT (operating profit), adjusted EBIT, adjusted EBIT margin %, adjusted EBITDA 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. Neither EBIT nor EBITDA are measures of cash available for use by management. Adjusted diluted EPS from continuing operations should not be considered as an alternative to reported
net income as an indicator of performance.