-----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, ErbfBugSzkSKESs/rlYnvmH19U67tDRsxUwx8NZh106RUeifU+/u4uJjAJ7jXeKX mN1NFylB/kc6ow/1UP1bgg== 0000950152-95-002917.txt : 19951214 0000950152-95-002917.hdr.sgml : 19951214 ACCESSION NUMBER: 0000950152-95-002917 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951130 FILED AS OF DATE: 19951213 SROS: NASD 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00288 FILM NUMBER: 95601183 BUSINESS ADDRESS: STREET 1: 1400 KETTERING TWR CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 5132222610 MAIL ADDRESS: STREET 1: 1400 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 10-Q 1 ROBBINS & MYERS 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 1995 COMMISSION FILE NUMBER 0-288 ----------------- ----- ROBBINS & MYERS, INC. - -------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OHIO 31-0424220 - ---------------------------------------------------------------------- (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 1400 KETTERING TOWER, DAYTON, OHIO 45423 - -------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE (513) 222-2610 ------------------------ NONE FORMER NAME, FORMER ADDRESS AND - ------------------------------------------ FORMER FISCAL YEAR IF CHANGED SINCE LAST REPORT INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO --- --- COMMON SHARES, WITHOUT PAR VALUE, OUTSTANDING AS OF NOVEMBER 30, 1995: 5,222,571 1 2 ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET
($ in thousands) November 30, August 31, 1995 1995 ------------- ----------- ASSETS (unaudited) Current Assets Cash and cash equivalents $11,392 $10,210 Accounts receivable, net 56,021 49,415 Inventories: Finished products 13,294 13,743 Products in process 18,134 15,149 Materials and supplies 18,381 14,284 ------------- ----------- 45,809 43,176 Deferred taxes 5,833 4,539 Prepaid expenses 1,820 2,492 ------------- ----------- Total Current Assets 120,875 109,832 Goodwill 91,054 73,497 Other Intangible Assets 13,694 13,573 Deferred Taxes 3,785 4,522 Other Assets 4,440 4,378 Property, Plant and Equipment 103,449 99,169 Less accumulated depreciation (37,161) (34,564) ------------- ----------- 66,288 64,605 ------------- ----------- $300,136 $270,407 ============= =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $22,614 $22,442 Accrued expenses 48,118 49,190 Current portion long-term debt 12,080 6,067 ------------- ----------- Total Current Liabilities 82,812 77,699 Long-Term Debt 80,510 61,834 Other Long-Term Liabilities 63,059 60,935 Shareholders' Equity: Common stock without par value: Authorized shares--25,000,000 Outstanding shares--5,222,571 at November 30, 1995 and 5,202,544 at August 31, 1995, after deducting shares in treasury--122,836 at November 30, 1995 and 135,805 at August 31, 1995 21,471 20,682 Retained Earnings 52,957 49,254 Equity adjustment for foreign currency translation 101 777 Equity adjustment to recognize minimum pension liability (774) (774) ------------- ----------- 73,755 69,939 ------------- ----------- $300,136 $270,407 ============= ===========
See Notes to Consolidated Condensed Financial Statements 2 3 ROBBINS & MYERS, INC. AND SUBSIDIARIES STATEMENT OF CONSOLIDATED CONDENSED OPERATIONS
(In thousands except per share data) (Unaudited) Three Months Ended November 30, ------------------------------- 1995 1994 ------- ------- Net sales $81,212 $68,628 Cost of sales 54,109 45,587 ------- ------- 27,103 23,041 Engineering and development, selling and administrative expenses 19,136 16,987 Interest expense 1,670 1,795 Other (income) deductions - net (367) (72) ------- ------- Income before income taxes 6,664 4,331 Income taxes 2,566 1,416 ------- ------- Net income $4,098 $2,915 ======= ======= Earnings per share: Primary $0.75 $0.55 ======= ======= Assuming full dilution $0.75 $0.55 ======= ======= Weighted average common shares outstanding: Primary 5,474 5,274 ======= ======= Assuming full dilution 5,486 5,276 ======= ======= Dividends per share: Declared $0.075 $0.075 ======= ======= Paid $0.075 $0.075 ======= =======
See Notes to Consolidated Condensed Financial Statements 3 4 ROBBINS & MYERS, INC. AND SUBSIDIARIES STATEMENT OF CONSOLIDATED CONDENSED CASH FLOWS
(In thousands) (Unaudited Three Months Ended November 30, ------------------------------- 1995 1994 ----------- ----------- Operating Activities: Net income $4,098 $2,915 Equity adjustment for foreign currency translation (676) 81 Adjustment required to reconcile net income to net cash and cash equivalents provided (used) by operating activities: Depreciation 2,464 2,136 Amortization 924 952 Deferred taxes (557) 407 Equity (income) loss on unconsolidated investment (473) 29 Changes in operating assets and liabilities: Accounts receivable, less allowances (6,606) (2,711) Inventories (2,633) 1,248 Prepaid expenses 672 2,555 Other assets 411 1,141 Accounts payable 172 (149) Accrued expenses (1,072) 93 Other long-term liabilities 2,124 (953) ----------- ----------- Net Cash and Cash Equivalents (Used) Provided by Operating Activities (1,152) 7,744 Investing Activities: Capital expenditures, net of nominal disposals (4,147) (1,867) Investment in Hazleton Environmental 0 (300) ----------- ----------- Net Cash and Cash Equivalents Used by Investment Activities (4,147) (2,167) Financing Activities: Proceeds from borrowings of senior debt 30,420 1,700 Payments of long-term debt (5,920) (1,700) Proceeds from sale of common stock 789 154 Retirement of stock appreciation rights and financing fees incurred (18,413) 0 Dividends paid (395) (388) ----------- ----------- Net Cash and Cash Equivalents Provided (Used) by Financing Activities 6,481 (234) ----------- ----------- Increase in Cash and Cash Equivalents 1,182 5,343 Cash and Cash Equivalents at Beginning of Period 10,210 16,079 ----------- ----------- Cash and Cash Equivalents at End of Year Period $11,392 $21,422 =========== ===========
See Notes to Consolidated Condensed Financial Statements 4 5 ROBBINS & MYERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS November 30, 1995 (Unaudited) NOTE A--PREPARATION OF FINANCIAL STATEMENTS In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments, consisting of normally recurring items, necessary to present fairly the financial condition of the Company and its subsidiaries as of November 30, 1995, and August 31, 1995 and the results of their operations for the three month periods ended November 30, 1995, and November 30, 1994, and their cash flows for the three month periods ended November 30, 1995, and November 30, 1994. All intercompany transactions have been eliminated. NOTE B--NET INCOME PER SHARE Net income per share was calculated as disclosed in Exhibit 11. Weighted average shares were: primary--5,474,406 and fully diluted-- 5,485,841. NOTE C--STOCK APPRECIATION RIGHTS On October 10, 1995, 1,850,000 of stock appreciation rights were retired for $9.75 per right. This resulted in a total payment of $18,037,500. The payment was made on October 24, 1995 and was financed through the Company's long-term revolving credit agreement. The Company' s covenants with its lenders have been amended as a result of this transaction and the Company is in compliance with the modified covenants. The following summarizes the Company's debt:
November 30, August 31, 1995 1995 ------------ ---------- (In thousands) Senior debt: Term loan $36,500 $36,500 Revolving credit loan 28,300 3,800 Subordinated debt: Face amount 30,495 30,495 Discount (2,705) (2,894) ------------ ---------- Total debt 92,590 67,901 Less current portion 12,080 6,067 ------------ ---------- $80,510 $61,834 ============ ==========
NOTE C--INCOME TAXES The estimated annual effective tax rates were 38.5% and 32.7% for the first quarter of 1996 and 1995, respectively. 5 6 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued) NOTE D--ACCOUNTING FOR STOCK-BASED COMPENSATION In October 1995, the Financial Accounting Standards Board issued Statement No. 123, "Accounting for Stock-Based Compensation." The Statement establishes financial accounting and reporting standards for stock-based employee compensation plans. Companies may elect to account for such plans under the fair value method or continue the previous accounting and disclose pro forma net income and earnings per share as if the fair value method was applied. The statement is to be applied on a prospective basis beginning in the Company's fiscal year 1997. The Company has not yet determined the potential financial statement impact of the Standard, nor has it decided how or when it will initially adopt the Standard. 6 7 PART I--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ($ in thousands) RESULTS OF OPERATIONS First quarter of fiscal 1996 and 1995 Net income of $4.1 million was 40.6% higher than in the first quarter of 1995. Earnings per share of $.75, fully diluted, increased 36.4% from the first quarter of 1995. These increases are primarily the result of volume increases, as discussed below. Net sales for the first quarter of 1996 were $81.2 million, an increase of 18.3% over the same period of the prior year. This increase was primarily driven by strong market demand for the Company's mixing and turbine agitation equipment and glass-lined storage and reactor vessels. These products are primarily sold to the pharmaceutical, chemical, and petrochemical markets, which are expected to remain strong at least through 1996. In addition, the Company expanded its aftermarket business from the prior year, resulting in increased sales. Company backlog is at a record level of $110 million at the end of the quarter, $3 million higher than at August 31,1995, and $32 million higher than November 30, 1994. The gross profit percentage of 33.4% for the first quarter of 1996 was relatively constant with the 33.6% for the first quarter of 1995, despite the higher sales levels in 1996. This relationship is a result of product mix, as the margins for the products with the greatest sales increases, industrial mixers and reactor vessels, are traditionally lower than the Company's progressing cavity pump products. Margins for industrial mixers and reactor vessels, however, have improved over the prior year as a result of the higher volume and profitability improvement measures, including restructuring, implemented by the Company. Engineering and development, selling and administrative expenses decreased as a percentage of sales from 24.7% in the first quarter of 1995 to 23.6% in the first quarter 1996. This decrease results from the higher sales volume and the fixed nature of certain of these expenses. Interest expense decreased to $1.7 million from $1.8 million in the same quarter of the prior year. Midway through the first quarter of 1996, 1.85 million of stock appreciation rights were retired for $18 million, which was financed through senior debt. However, average debt levels decreased by approximately $4 million from the first quarter of 1995 to the first quarter of 1996, which was the primary reason for the decrease in interest expense. The effective tax rate increased from 32.7% in the first quarter of 1995 to 38.5 % in 1996. The tax rate for the first quarter of 1995 reflected utilization of some foreign net operating loss carryforwards. The 1996 tax rate is more reflective of ongoing operations and comparable to 1995's overall rate of 37.9%. LIQUIDITY AND CAPITAL RESOURCES During the first quarter of 1996, 1.85 million of outstanding stock appreciation rights were retired for $18.0 million. Also, capital expenditures, debt repayments and uses for working capital needs (exclusive of cash) required $4.1 million, $5.9 million and $9.5 million in cash for the quarter, respectively. These uses of cash were financed through funds generated from operations (exclusive of working capital increases) of $8.3 million and senior debt borrowings of $30.4 million. In the first quarter of 1995 the most significant use of cash was capital expenditures of $1.9 million. This was funded by cash generated from operations of $7.7 million. The net result was an increase of $5.3 million in cash balances for the quarter. The Company expects operating cash flow to be adequate for the remainder of fiscal year 1996's needs, including scheduled debt service and shareholder dividend requirements. Major cash requirements for the remainder of 1996 are planned capital expenditures of $12 million. Capital expenditures include both cost reductions and replacement items and exceed expected depreciation of $7.5 million for the same period. 7 8 PART I--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES (CONTINUED) The Company's significant foreign operations have the local currency as their functional currency. The foreign operations primarily buy and sell within the same country; therefore, mitigating the impact of currency fluctuations on operations. To the extent that significant transactions are completed in a different currency, the Company hedges its risk to future currency fluctuations through foreign currency forward contracts with major financial institutions. At November 30, 1995, the Company has approximately $10 million available under its current bank credit agreements which management believes is adequate to meet its needs. 8 9 PART II--OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibit 11.1 Computation of Earnings Per Share b) Exhibit 27 Financial Data Schedule c) Reports on Form 8-K. During the quarter ended November 30, 1995, the Company did not file any reports on Form 8-K . 9 10 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: ________________ BY: ______________________________ GEORGE M. WALKER VICE PRESIDENT & CFO (PRINCIPAL FINANCIAL OFFICER) DATE: ________________ BY: ______________________________ KEVIN J. BROWN CORPORATE CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) 10 11 ROBBINS & MYERS, INC. AND SUBSIDIARIES COMPUTATION OF EARNINGS PER SHARE EXHIBIT 11.1 (In thousands except per share data)
Three Months Ended ---------------------------------- November 30, November 30, 1995 1994 ------------ ----------- Net income $4,098 $2,915 Primary earnings per share: Average shares outstanding 5,218 5,150 Effect of dilutive options and restricted stock based on treasury stock method using average market price 256 124 ------------ ----------- Total 5,474 5,274 ============ =========== Net income per share $.75 $.55 ============ =========== Fully diluted earnings per share: Average shares outstanding 5,218 5,150 Effect of dilutive options and restricted stock based on treasury stock method using average market price 268 126 ------------ ----------- Total 5,486 5,276 ============ =========== Net income per share $.75 $.55 ============ ===========
11 EX-27 2 ROBBIBS & MYERS 10-Q EX-27
5 1,000 3-MOS AUG-31-1996 SEP-01-1995 NOV-30-1995 11,392 0 57,173 1,152 45,809 120,875 103,449 37,161 300,136 82,812 80,510 21,471 0 0 52,284 300,136 81,212 81,212 54,109 54,109 18,769 0 1,670 6,664 2,566 4,098 0 0 0 4,098 .75 .75
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