-----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, NUuFoJZjo5wwwDXo+HM6ayOxU4DGyDLlb3FALdm/ZTFXTN2YiwUOZuMClmslMlr/ tPrRm4YKzx3KB9Ghqz9ayg== 0000950152-97-000185.txt : 19970114 0000950152-97-000185.hdr.sgml : 19970114 ACCESSION NUMBER: 0000950152-97-000185 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970113 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: 97504926 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, 1996 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 (937) 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, 1996: 10,735,779 - ---------- 1 2
ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET ($ in thousands) November 30, August 31, 1996 1996 ------------ ---------- (unaudited) ASSETS Current Assets Cash and cash equivalents $ 7,317 $ 7,121 Accounts receivable, net 59,403 51,158 Inventories: Finished products 12,417 12,424 Work in process 19,452 18,249 Raw materials 14,810 17,744 --------- --------- 46,679 48,417 Deferred taxes 5,380 5,180 Other current assets 2,112 2,184 --------- --------- Total Current Assets 120,891 114,060 Goodwill 94,475 95,101 Other Intangible Assets 15,401 13,068 Deferred Taxes 1,790 2,101 Other Assets 3,799 3,896 Property, Plant and Equipment 118,062 112,661 Less accumulated depreciation 43,319 40,547 --------- --------- 74,743 72,114 --------- --------- $ 311,099 $ 300,340 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $ 22,827 $ 25,478 Accrued expenses 44,190 49,614 Current portion long-term debt 1,348 1,348 --------- --------- Total Current Liabilities 68,365 76,440 Long-Term Debt 83,961 72,185 Other Long-Term Liabilities 59,564 60,278 Shareholders' Equity: Common stock without par value: Authorized shares--25,000,000 Issued shares--10,997,817 (10,868,002 at August 31,1996) 27,120 26,617 Treasury shares--262,038 (270,610 at August 31,1996) (2,421) (2,481) Retained earnings 73,040 66,996 Equity adjustment for foreign currency translation 1,820 655 Equity adjustment to recognize minimum pension liability (350) (350) --------- --------- 99,209 91,437 --------- --------- $ 311,099 $ 300,340 ========= ========= See Notes to Consolidated Condensed Financial Statements
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ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED INCOME STATEMENT (in thousands except per share data) (Unaudited) Three Months Ended ------------------------------- November 30, November 30, 1996 1995 ------------ ------------ Net sales $ 93,822 $ 81,212 Cost of sales 61,674 54,109 -------- -------- Gross profit 32,148 27,103 Operating expenses 21,243 19,136 Other (income) expense (352) (367) -------- -------- Operating income 11,257 8,334 Interest expense 1,530 1,670 -------- -------- Income before income taxes 9,727 6,664 Income taxes 3,210 2,566 -------- -------- Net income $ 6,517 $ 4,098 ======== ======== Income per share: Primary $ 0.58 $ 0.37 ======== ======== Assuming full dilution $ 0.53 $ 0.36 ======== ======== Weighted average common shares outstanding: Primary 11,236 10,948 ======== ======== Assuming full dilution 13,151 10,972 ======== ======== Dividends per share: Declared $0.04375 $ 0.0375 ======== ======== Paid $0.04375 $ 0.0375 ======== ======== See Notes to Consolidated Condensed Financial Statements
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ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (In thousands) Three Months Ended (Unaudited) ------------------------------ November 30, November 30, 1996 1995 ------------ ------------ Operating Activities: Net income $ 6,517 $ 4,098 Equity adjustment for foreign currency translation 180 (676) Adjustment required to reconcile net income to net cash and cash equivalents provided (used) by operating activities: Depreciation 2,787 2,464 Amortization 967 924 Deferred taxes 111 (557) Equity income on unconsolidated investments (456) (473) Other 325 140 Changes in operating assets and liabilities: Accounts receivable, less allowances (7,957) (6,606) Inventories 2,012 (2,633) Prepaid expenses 122 672 Other assets 218 411 Accounts payable (2,498) 172 Accrued expenses (5,204) (1,072) Other long-term liabilities (714) 2,124 -------- -------- Net Cash and Cash Equivalents Used by Operating Activities (3,590) (1,012) Investing Activities: Capital expenditures, net of nominal disposals (5,081) (4,147) Financing Activities: Proceeds of convertible debt issuance, net of underwriters' discount 62,950 0 Proceeds from revolving line of credit 32,176 30,420 Payments of long-term debt (85,400) (5,920) Proceeds from sale of common stock 238 649 Debt issuance and organization costs incurred (624) 0 Retirement of appreciation rights and associated fees 0 (18,413) Dividends paid (473) (395) -------- -------- Net Cash and Cash Equivalents Provided by Financing Activities 8,867 6,341 -------- -------- Increase in Cash and Cash Equivalents 196 1,182 Cash and Cash Equivalents at Beginning of Period 7,121 10,210 -------- -------- Cash and Cash Equivalents at End of Period $ 7,317 $ 11,392 ======== ======== See Notes to Consolidated Condensed Financial Statements
4 5 ROBBINS & MYERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS November 30, 1996 (Unaudited) NOTE A--PREPARATION OF FINANCIAL STATEMENTS In the opinion of management, the accompanying unaudited consolidated condensed financial statements of Robbins & Myers, Inc. and subsidiaries ("Company") 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, 1996, and August 31, 1996 and the results of their operations for the three month periods ended November 30, 1996, and November 30, 1995, and their cash flows for the three month periods ended November 30, 1996, and November 30, 1995. 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--11,235,678 and fully diluted--13,150,828. NOTE C--NOTE C LONG-TERM DEBT On November 26, 1996, the Company entered into a new $150,000,000 senior revolving credit agreement ("Agreement"), replacing the previous senior term loan and revolving credit agreement. Facility A of the Agreement is for $100,000,000 and any amounts outstanding will be due in November 2001. Facility B of the Agreement is for $50,000,000 and any borrowings are due within one year of borrowing, but the due date may be extended with the approval of the lending institutions. Interest is variable based upon prime or formulas tied to LIBOR, at the Company's option and is payable at least quarterly. Except for the pledge of the stock of the Company's U.S. subsidiaries and the stock of certain of its non U.S. subsidiaries, indebtedness under the Agreement is unsecured. Indebtedness under the Agreement is senior to the Company's other long-term agreements. Certain restrictive covenants exist including, limitations on cash dividends and capital expenditures and requirements for interest coverage and leverage ratios. On September 23, 1996, the Company completed the sale of $65,000,000 of 6 1/2% Convertible Subordinated Notes Due 2003 ("Notes"). The net proceeds of approximately $63,000,000 (after underwriters' discount and expenses) were used to repay term and revolving credit loans under the Company's senior debt agreements with an average effective interest rate of approximately 8.0%. The Notes are not common stock equivalents and do not impact primary net income per share. If the Notes had been issued at the beginning of 1996, the first quarter of 1996's fully diluted net income per share would have been the same as reported. The following summarizes the Company's debt at November 30, 1996:
(In thousands) Senior debt: Facility A $15,000 Senior subordinated debt 5,309 6 1/2% Convertible Subordinated Notes 65,000 ------- Total debt 85,309 Less current portion 1,348 ------- $83,961 =======
NOTE C--INCOME TAXES The estimated annual effective tax rates were 33.0% and 38.5% for the first quarter of 1996 and 1995, 5 6 respectively. Part I--Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS The following table presents the components of the Company's income statement as a percent of net sales for the first quarter of fiscal 1997 and 1996.
Quarter Ended November 30, 1996 1995 ----- ----- Net sales 100.0% 100.0% Cost of sales 65.7 66.6 ----- ----- Gross profit 34.3 33.4 Operating expenses 22.7 23.6 Other (income) expense (0.4) (0.5) ----- ----- Operating income 12.0 10.3 Interest expense 1.6 2.1 ----- ----- Income before income taxes 10.4 8.2 Income taxes 3.5 3.2 ----- ----- Net income 6.9% 5.0% ===== =====
First quarter of fiscal 1997 and 1996 Net sales for the first quarter of fiscal 1997 were $93.8 million compared to $81.2 million, an increase of 15.5% over the same period of the prior year. This increase in sales was primarily driven by the strong market conditions for the Company's glass-lined storage and reactor vessel products and oilfield products. These products are primarily sold to the pharmaceuticals, specialty chemicals, and oil and gas recovery markets, which are expected to remain strong at least through fiscal 1997. Backlogs remain at strong levels--$104.8 million at November 30, 1996. The gross margin percentage increased from 33.4% to 34.3% due to higher sales volume and the continuation of cost reduction programs implemented by the Company. Operating expenses decreased as a percentage of sales from 23.6% to 22.7%. This decrease is the result of the higher sales volume and the fixed nature of certain of these expenses. Interest expense decreased from $1.7 million in the first quarter of fiscal 1996 to $1.5 million in the first quarter of fiscal 1997. This was due to the lower interest rate, by approximately 1%, associated with the convertible subordinated notes which were issued in the first quarter of fiscal 1997. The effective tax rate has decreased from 38.5% in the first quarter of fiscal 1996 to 33.0 % in the first quarter of fiscal 1997. This decrease is due to a greater proportion of income before income taxes being generated outside the U.S. where the effective tax rate is below the U.S. rate. Net income increased to $6.5 million, $.53 per share, fully diluted, in the first quarter of fiscal 1997 from $4.1 million, $.36 per share, fully diluted, in the first quarter of fiscal 1996. The increase is a result of the higher sales volume, lower interest rates and a lower effective tax rate in fiscal 1997. 6 7 LIQUIDITY AND CAPITAL RESOURCES Cash uses in the first quarter of 1997 were $9.7 million and were funded by net debt borrowings. Primary requirements were working capital and capital expenditures. Cash uses in the first quarter of 1996 were $24.5 million and were also funded by net debt borrowings. Primary requirements in this quarter were working capital, capital expenditures and $18.4 million in cash required to retire 3.7 million stock appreciation rights. The Company expects operating cash flow to be adequate for the remainder of fiscal year 1997's operating needs, including scheduled debt service and shareholder dividend requirements. Major cash requirements for the remainder of 1997 are planned capital expenditures of approximately $20.0 million. Capital expenditures are related to additional production capacity, cost reductions and replacement items. The Company's significant foreign operations have the local currency as their functional currency. The non U.S. operations primarily buy and sell within the same country which mitigates 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. Currency translation rate changes had an immaterial effect on the first quarter of fiscal 1997 and 1996. At November 30, 1996, the Company had approximately $120.0 million available under its current bank credit agreements which management believes is adequate to meet its needs, including any acquisitions. The Company's senior revolving credit agreement includes certain restrictive covenants, including limitations on cash dividends and capital expenditures and requirements for interest coverage and leverage ratios. 7 8 PART II--OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits 11.1 Computation of Earnings Per Share 27 Financial Data Schedule b) Reports on Form 8-K. During the quarter ended November 30, 1996, the Company did not file any reports on Form 8-K. 8 9 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 13, 1997 BY /s/ George M. Walker ---------------------------- ------------------------------------ GEORGE M. WALKER VICE PRESIDENT & CFO (PRINCIPAL FINANCIAL OFFICER) DATE: January 13, 1997 BY /s/ Kevin J. Brown ---------------------------- ------------------------------------ KEVIN J. BROWN CORPORATE CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) 9 EX-11.1 2 EXHIBIT 11.1 1
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, 1996 1995 ------------ ------------ Primary Income per Share: Net income $ 6,517 $ 4,098 ======= ======= Average shares outstanding 10,685 10,436 Effect of dilutive options and restricted stock based on treasury stock method 551 512 ------- ------- Total 11,236 10,948 ======= ======= Net income per share $ 0.58 $ 0.37 ======= ======= Fully Diluted Income per Share: Net income $ 6,517 $ 4,098 After tax interest add-back for convertible debt from issuance 475 0 ------- ------- Net income attributable to fully diluted shares $ 6,992 $ 4,098 ======= ======= Average shares outstanding 10,685 10,436 Shares issuable upon conversion of convertible debt, adjusted for portion of period outstanding 1,782 0 Effect of dilutive options and restricted stock based on treasury stock method 684 536 ------- ------- Total 13,151 10,972 ======= ======= Net income per share $ 0.53 $ 0.36 ======= =======
10 EX-27 3 EXHIBIT 27
5 1,000 3-MOS AUG-31-1996 SEP-1-1996 NOV-30-1996 7,317 0 60,644 1,241 46,679 120,891 118,063 43,319 311,099 68,365 83,961 24,699 0 0 74,510 311,099 93,822 93,822 61,674 61,674 20,891 0 1,530 9,727 3,210 6,517 0 0 0 6,517 .58 .53
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