-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F7ouOnGxb7/smTBE0Su3kiq33aQrrip/7u/BBgVqqRcIkbjkauFRKvypIwPEat3I dscO5zSWOs3dgEi1xqHNpw== 0000950152-08-000132.txt : 20080109 0000950152-08-000132.hdr.sgml : 20080109 20080109083144 ACCESSION NUMBER: 0000950152-08-000132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080109 DATE AS OF CHANGE: 20080109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBBINS & MYERS INC CENTRAL INDEX KEY: 0000084290 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 310424220 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13651 FILM NUMBER: 08519242 BUSINESS ADDRESS: STREET 1: 1400 KETTERING TWR CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 9372222610 MAIL ADDRESS: STREET 1: 1400 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 8-K 1 l29469ae8vk.htm ROBBINS & MYERS, INC. 8-K Robbins & Myers, Inc. 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2008
Robbins & Myers, Inc.
 
(Exact name of Registrant as specified in its charter)
         
Ohio
  0-288   31-0424220
 
(State or other jurisdiction of incorporation)
  (Commission
File Number)
  (IRS Employer Identification No.)
     
51 Plum St., Suite 260, Dayton, Ohio   45440
 
(Address of principal executive offices)   (Zip code)
937-458-6600
 
(Registrant’s telephone number including area code)
Not applicable
 
(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02   Results of Operations and Financial Condition
On January 9, 2008, Robbins & Myers, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended November 30, 2007. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
Item 8.01   Other Events
On January 8, 2008, the Board of Directors of the Company declared a 2-for-1 stock split of the Company’s common shares, to be effected in the form of a share dividend (the “Stock Split”). Shareholders will receive one additional share for each common share of the Company owned as of the close of business on the record date of February 4, 2008. The additional shares will be issued on February 28, 2008. A copy of the Company’s press release announcing the Stock Split is furnished herewith as Exhibit 99.2.
On January 8, 2008, the Board of Directors also increased the Company’s quarterly dividend on its common shares from $0.065 per share to $0.075 per share stated on a pre-Stock Split basis. The Board also declared a dividend of $0.075 per share payable on February 16, 2008 to holders of record on January 25, 2008.
Item 9.01   Financial Statements and Exhibits
(c) Exhibits — See Index to Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  Robbins & Myers, Inc.
 
 
Date: January 9, 2008  By:   /s/ Christopher M. Hix    
    Christopher M. Hix   
    Vice President and Chief Financial Officer   

 


 

         
INDEX TO EXHIBITS
99     ADDITIONAL EXHIBITS
     
 
   
99.1
  First Quarter Fiscal 2008 Earnings Press Release of Robbins & Myers, Inc., dated January 9, 2008.
 
   
99.2
  Press Release of Robbins & Myers, Inc. Relating to Stock Split, dated January 9, 2008

 

EX-99.1 2 l29469aexv99w1.htm EX-99.1 Ex-99.1
 

Exhibit 99.1
Investor Relations
+1 (937) 458-6600
ROBBINS & MYERS REPORTS RECORD FIRST QUARTER RESULTS
Strong Growth and Operating Improvements Contribute to Jump in Profits
DAYTON, OHIO, January 9, 2008...Robbins & Myers, Inc. (NYSE:RBN) today reported diluted net earnings per share (DEPS) of $0.80 for its fiscal first quarter ended November 30, 2007, which is a first quarter record. In the prior year comparable period, the Company reported DEPS of $0.62, which included $0.19 of net benefit from special items that consisted primarily of a property sale gain. The year-over-year increase in DEPS was attributed to higher sales, an improved cost structure, and a lower tax rate. In addition, currency exchange rate changes contributed approximately $0.07 of the increase.
Robbins & Myers achieved record first quarter 2008 sales of $174 million, $19 million or 12% higher than in the prior year comparable period. Orders were a first quarter record $194 million, $32 million or 20% higher than in the prior year first quarter. Excluding the impact from disposed product lines and currency translation, sales increased 7% and orders increased 12%. All segments reported organic growth in the quarter, led by higher activity with the Company’s energy market customers. The Company ended the quarter with record backlog of $214 million.
The Company also reported $23 million of earnings before interest, taxes and minority interest (EBIT) in the first quarter of 2008, another first quarter record. EBIT margins were 13.4% in the quarter, an increase of 100 basis points. Excluding prior year special items, margins increased 390 basis points due largely to increased sales and completed restructuring activities. The Company also achieved a record $27 million of EBITDA in the first quarter of 2008, 45% higher than prior year results excluding special items.
“Our record first quarter results demonstrate the improvements we have made in our Company over the past few years,” said Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc. “The Fluid Management group is benefiting from new product introductions and operational integration. The Process Solutions group continues to experience healthy demand from its global customer base, principally in the chemical markets, and is focused on business improvements. With the completion last year of announced restructuring actions, our Romaco group reported a profitable first quarter for the first time since fiscal 2004. While we are pleased to report record results, we recognize that we have significant opportunities for continuous improvement throughout Robbins & Myers.”
On the strength of first quarter performance, full year 2008 DEPS guidance was increased from $3.30-$3.50 to $3.55-$3.75. The Company also established second quarter 2008 DEPS guidance of $0.78-$0.88, as compared with actual results of $0.46 in the second quarter of 2007. The Company announced earlier today a 2-for-1 stock split of its common shares effected in the form of a share dividend on February 28, 2008 to holders of record on February 4, 2008. The Company’s guidance is stated on a pre-split basis.

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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 first quarter sales of $72 million, a 10% increase, and orders of $83 million, 24% higher. Excluding currency effects, sales increased 6% and orders improved 19% mostly as a result of favorable market conditions and customer demand for new Fluid Management products. EBIT grew 21% to $18 million, and margins expanded 230 basis points to 25.5%.
The Process Solutions segment reported sales of $71 million in the first quarter, a 9% increase or 3% before currency effects. Orders increased 19% to $77 million. Excluding currency effects, orders increased 8% on continued favorable conditions in global chemical markets. The segment achieved $8 million of EBIT in the first quarter. Excluding the $5 million property sale gain from the prior year, margins improved 120 basis points to 11.2%.
The Romaco segment reported first quarter sales of $30 million, 26% higher than in the prior year comparable period. Orders were $34 million, 11% higher. Excluding the impact from disposed product lines and currency translation, sales increased 18% and orders increased 5%. Increased sales and restructuring activities completed in the prior year enabled Romaco to achieve EBIT margins of 5.1% as compared with a loss of 12.4% in the prior year.
Conference Call to Be Held at 3:00 PM (EST) Today
A conference call to discuss these results has been scheduled for 3:00 p.m. EST on Wednesday, January 9, 2008, which can be accessed at www.robn.com or by dialing +1-866-713-8307 (US/Canada) or +1-617-597-5307, using conference ID #82145629. Replays of the call can be accessed by dialing +1-888-286-8010 (U.S./Canada) or +1-617-801-6888, both using replay ID #82410956.
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 various non-GAAP measures, including EBITDA (earnings before interest, taxes, depreciation and amortization). The Company believes these measures are helpful to investors in assessing its performance. Reconciliations of these measures to comparable GAAP results are provided further below in this release.
In addition to historical information, this release contains forward-looking statements identified by use of words such as “expects,” “anticipates,” “believes,” and similar expressions. These statements reflect management’s current expectations and involve known and unknown risks, uncertainties, contingencies and other factors that could cause actual results, performance or achievements to differ materially from those stated. The most significant of these risks and uncertainties are described in our Form 10-K and Form 10-Q reports filed with the Securities and Exchange Commission and include, but are not limited to: a significant decline in capital expenditures in the specialty chemical and pharmaceutical industries; a major decline in oil and natural gas prices; foreign exchange rate fluctuations; work stoppages related to union negotiations; customer order cancellations; business disruptions caused by the implementation of business computer systems; our ability to comply with the financial covenants and other provisions of our

Page 2 of 7


 

financing arrangements; events or circumstances which result in an impairment of 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; and general economic conditions that can affect demand in the process industries. Except as otherwise required by law, we do not undertake any obligation to publicly update or revise these forward- looking statements to reflect events or circumstances after the date hereof.

Page 3 of 7


 

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
                 
(in thousands)   November 30, 2007     August 31, 2007  
ASSETS
               
Current Assets:
               
Cash and cash equivalents
  $ 108,011     $ 116,110  
Accounts receivable
    151,255       152,779  
Inventories
    112,875       99,196  
Other current assets
    9,613       7,410  
Deferred taxes
    10,978       11,178  
 
           
Total Current Assets
    392,732       386,673  
 
               
Goodwill & Other Intangible Assets
    288,244       278,422  
Deferred taxes
    9,528       9,583  
Other Assets
    11,980       12,196  
 
               
Property, Plant & Equipment
    134,903       129,269  
 
           
 
  $ 837,387     $ 816,143  
 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities:
               
Accounts payable
  $ 73,244     $ 78,890  
Accrued expenses
    100,286       105,394  
Current portion of long-term debt
    72,730       72,522  
 
           
Total Current Liabilities
    246,260       256,806  
 
               
Long-Term Debt — Less Current Portion
    30,595       30,553  
Deferred Taxes
    24,818       24,818  
Other Long-Term Liabilities
    100,575       91,448  
Shareholders’ Equity
    435,139       412,518  
 
           
 
  $ 837,387     $ 816,143  
 
           
 
               

Page 4 of 7


 

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENT
(Unaudited)
                 
    Three Months Ended  
    November 30,     November 30,  
(in thousands, except per share data)   2007     2006  
 
               
Sales
  $ 173,536     $ 154,433  
Cost of sales
    110,674       100,570  
 
           
 
               
Gross profit
    62,862       53,863  
 
               
SG&A expenses
    39,641       39,139  
Other (income) expense
    0       (4,439 )
 
           
 
               
Income before interest and income taxes
    23,221       19,163  
 
               
Interest expense
    727       1,540  
 
           
 
               
Income before income taxes and minority interest
    22,494       17,623  
 
               
Income tax expense
    7,955       6,663  
 
               
Minority interest
    601       347  
 
           
 
               
Net income
  $ 13,938     $ 10,613  
 
           
 
               
Net Income Per Share:
               
Basic
  $ 0.81     $ 0.63  
Diluted
  $ 0.80     $ 0.62  
 
               
Weighted Average Common Shares Outstanding:
               
Basic
    17,185       16,852  
Diluted
    17,321       17,031  

Page 5 of 7


 

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED BUSINESS SEGMENT INFORMATION
(Unaudited)
                         
    Three Months Ended          
    November 30,     November 30,          
(in thousands)   2007     2006          
 
               
Sales
                       
Fluid Management
  $ 72,355     $ 65,593          
Process Solutions
    70,849       64,859          
Romaco
    30,332       23,981       (2 )
 
                   
Total
  $ 173,536     $ 154,433          
 
                   
 
                       
Income Before Interest and Income Taxes (EBIT)
                       
Fluid Management
  $ 18,448     $ 15,209          
Process Solutions
    7,956       11,513       (1 )
Romaco
    1,545       (2,972 )     (2 )
Corporate and Eliminations
    (4,728 )     (4,587 )        
 
                   
Total
  $ 23,221     $ 19,163          
 
                   
 
                       
Depreciation and Amortization
                       
Fluid Management
  $ 1,653     $ 1,706          
Process Solutions
    1,669       1,594          
Romaco
    452       453          
Corporate and Eliminations
    222       256          
 
                   
Total
  $ 3,996     $ 4,009          
 
                   
 
                       
Orders
                       
Fluid Management
  $ 82,792     $ 66,541          
Process Solutions
    77,416       65,104          
Romaco
    33,713       30,283          
 
                   
Total
  $ 193,921     $ 161,928          
 
                   
 
                       
Backlog
                       
Fluid Management
  $ 53,394     $ 34,248          
Process Solutions
    105,481       88,677          
Romaco
    55,332       59,017          
 
                   
Total
  $ 214,207     $ 181,942          
 
                   
(1) Fiscal 2007 includes a $5,036,000 gain on the sale of land and buildings.
(2) Fiscal 2007 includes $597,000 of costs related to the restructuring of our Romaco business. Fiscal 2007 also includes the sales and operations of the Zanchetta product line disposed in March of fiscal 2007.

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Robbins & Myers, Inc. and Subsidiaries
Reconciliation of Net Income to EBIT and EBITDA
                 
    Three Months Ended  
    November 30,     November 30,  
    2007     2006  
Net income
  $ 13,938     $ 10,613  
Interest expense
    727       1,540  
Income taxes
    7,955       6,663  
Minority interest
    601       347  
 
           
EBIT
    23,221       19,163  
 
               
Minority interest
    (601 )     (347 )
Depreciation & amortization
    3,996       4,009  
 
           
EBITDA
    26,616       22,825  
 
               
Special items
               
Other (income) expense
    0       (4,439 )
 
           
 
               
EBITDA before special items
    26,616       18,386  
 
           

Page 7 of 7

EX-99.2 3 l29469aexv99w2.htm EX-99.2 Ex-99.2
 

Exhibit 99.2
Investor Relations
+1 (937) 458-6600
ROBBINS & MYERS ANNOUNCES 2-FOR-1 STOCK SPLIT AND INCREASE IN CASH
DIVIDEND
DAYTON, OHIO, January 9, 2008. .. Robbins & Myers, Inc. (NYSE:RBN) announced today that its Board of Directors has declared a
2-for-1 stock split of the Company’s common shares, to be effected in the form of a share dividend. Shareholders will receive one additional share for each common share of Robbins & Myers. Inc. owned as of the close of business on the record date of February 4, 2008. The additional shares will be issued on February 28, 2008. The Company’s common shares will begin trading on the split-adjusted basis on February 29, 2008. As a result of the stock split, the number of common shares issued and outstanding will increase from approximately 17.24 million shares to approximately 34.48 million shares.
The Board of Directors also approved a 15.3% increase in its regular quarterly cash dividend payment of $0.065 per share to $0.075 per share on a pre-split basis. The dividend is payable on February 15, 2008 to shareholders of record as of January 25, 2008.
Peter C. Wallace, President and Chief Executive Officer, commented, “These actions reflect consistent growth in our operating results, our strong financial position, significant increases in the value of the Company’s common shares, and opportunities for further growth. Management remains committed to creating value for our shareholders.”
National City Bank, the Company’s transfer agent, will issue the split shares through book entry for all shareholders, including those who hold certificates for their shares. On or about February 28, 2008, the transfer agent will mail new statements to our shareholders of record on February 4, 2008, reflecting the additional shares issued to each shareholder in book entry form due to the stock split.
Robbins & Myers, Inc. is a leading supplier of engineered equipment and systems for critical applications in global energy, industrial, chemical and pharmaceutical markets.
In addition to historical information, this release contains forward-looking statements identified by use of words such as “expects,” “anticipates,” “believes,” and similar expressions. These statements reflect management’s current expectations and involve known and unknown risks, uncertainties, contingencies and other factors that could cause actual results, performance or achievements to differ materially from those stated. The most significant of these risks and uncertainties are described in our Form 10-K and Form 10-Q reports filed with the Securities
 
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and Exchange Commission and include, but are not limited to: a significant decline in capital expenditures in the specialty chemical and pharmaceutical industries; a major decline in oil and natural gas prices; foreign exchange rate fluctuations; work stoppages related to union negotiations; customer order cancellations; business disruptions caused by the implementation of business computer systems; our ability to comply with the financial covenants and other provisions of our financing arrangements; events or circumstances which result in an impairment of 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; and general economic conditions that can affect demand in the process industries. Except as otherwise required by law, we do not undertake any obligation to publicly update or revise these forward- looking statements to reflect events or circumstances after the date hereof.
      ###END###
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