|By PR Newswire||
|December 22, 2012 02:38 PM EST||
HOUSTON, Dec. 22, 2012 /PRNewswire/ -- Robbins & Myers, Inc. (NYSE: RBN) today reported diluted net earnings per share (DEPS) of $0.76 for its fiscal first quarter ended November, 30, 2012, these results included $0.05 for costs related to its pending merger with National Oilwell Varco, Inc. This compares with $0.77 in the prior year first quarter.
Consolidated sales were $257 million in the first quarter of 2013 compared with $237 million in the prior year's first quarter. Excluding the impact of currency translation, sales grew $21 million, or 9%, over the prior year period. The Company reported first quarter 2013 orders of $246 million, a decrease of 2% over the prior year period excluding the impact of currency translation. First quarter ending backlog increased to $298 million from $260 million at the end of the first quarter of fiscal 2012.
Earnings before interest and taxes (EBIT) for the first quarter of fiscal 2013 were $48 million, which included costs of $3 million related to its pending merger with National Oilwell Varco. This compares with $53 million in the prior year first quarter. The lower profitability in the current year was due to the costs of the pending merger and a shift in product mix associated with a declining rig count from the prior year period, which negatively impacted sales of more profitable drilling product lines.
First Quarter Results by Segment
All comparisons are made against the comparable year-ago quarterly period unless otherwise stated.
The Company's Energy Services segment reported sales of $159 million in the first quarter of fiscal 2013, $12 million over the prior year period excluding currency impacts. EBIT was $43 million compared with $47 million in the prior year period. A shift in product mix had a negative impact on the current quarter's EBIT, as the sales of higher margin drilling system products were lower compared with the prior year. Ending backlog was $156 million, higher than the $143 million at the end of the prior year first quarter.
The Process & Flow Control segment reported sales of $98 million, which were $9 million higher than the prior year excluding currency impacts. The segment reported $13 million of EBIT in the first quarter of 2013, compared with $10 million of EBIT in the prior year period. Backlog rose to $143 million from $117 million at the end of the prior year first quarter.
"Both of our business segments continued to perform well," said Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc. "The Energy Services segment continues to be impacted by a reduction in U.S. rig count and lower drilling activity, but still demonstrated excellent performance. In the Process & Flow Control segment, we experienced stronger demand in the chemical and industrial markets. We have steadily improved operating performance in this segment by leveraging incremental sales volume, while maintaining price and cost discipline resulting in operating margin of nearly 13% for the quarter."
In this release the Company refers to EBIT which 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 EBIT to net income is included in the condensed consolidated income statement. EBIT is not a measure of cash available for use by the Company.
The Company will not be holding a webcast or conference call due to the pending merger with National Oilwell Varco.
Robbins & Myers also announced today that its Board of Directors approved its regular quarterly cash dividend payment of $0.05 per share. The dividend is payable on February 8, 2013 to shareholders of record as of January 7, 2013.
Update on Merger with National Oilwell Varco
Robbins & Myers also announced today that it and National Oilwell Varco, Inc. have entered into a timing agreement with the United States Department of Justice ("DOJ") pursuant to which Robbins & Myers and National Oilwell Varco have agreed to provide at least 30 days notice to the DOJ prior to consummating the proposed merger transaction in which National Oilwell Varco would acquire all of the outstanding shares of Robbins & Myers for $60.00 per share in cash (the "Merger"). The parties are continuing to provide information to the DOJ; however without DOJ consent, the Merger cannot close prior to February 18, 2013.
As previously announced, Robbins & Myers has scheduled its special meeting of shareholders to consider approval of the Merger for December 27, 2012. As of December 22, 2012, 99.8% of votes cast to date have voted in favor of the Merger. Votes exceeding the number required to approve the Merger have been received; however, votes that have been cast may be rescinded or changed prior to the special meeting of shareholders.
Robbins & Myers also announced today that the plaintiff in the previously disclosed shareholder law suit pending in the United States District Court for the Southern District of Ohio agreed not to pursue injunctive relief to enjoin the special meeting of shareholders scheduled for December 27, 2012. In return, the Company withdrew its pending motion to dismiss and agreed to allow the plaintiff to amend his complaint. The shareholder law suit pending in the United States District Court for the Southern District of Texas remains pending and the defendants, including the Company, have filed a motion to dismiss that action.
The closing of the Merger is subject to certain closing conditions, including the approval of Robbins & Myers' shareholders, clearance from the DOJ under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance by the Canadian Competition Bureau under the Competition Act of Canada. The parties continue to work to obtain the required clearances, but cannot predict if or when such clearances will be received or the terms of any such clearances.
About Robbins & Myers
Robbins & Myers, Inc. is a leading supplier of engineered equipment and systems for critical applications in global energy, industrial, and chemical markets.
Statements set forth in this press release that are not historical facts 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 control of Robbins & Myers, 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 our shareholders to approve the merger; satisfaction of the conditions to the closing of the merger (including the receipt of regulatory approvals and completion of certain compliance due diligence); uncertainties as to the timing of the merger; costs and difficulties relating to the proposed merger; inability to retain key personnel; changes in the demand for or price of oil and/or natural gas; and other important risk factors discussed more fully in Robbins & Myers' final proxy statement filed with the SEC on November 30, 2012 in connection with the merger, its Annual Report on Form 10-K for the year ended August 31, 2012; its recent Current Reports on Form 8-K; and other reports filed by it with the SEC from time to time. Robbins & Myers undertakes no obligation to revise or update publicly any forward-looking statements for any reason.
Additional Information and Where to Find It
In connection with the proposed merger, Robbins & Myers filed its final proxy statement with the SEC on November 30, 2012, which was also mailed to Robbins & Myers' shareholders on such date, and may file other relevant materials with the SEC as well. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE FINAL PROXY STATEMENT AND ANY OTHER MATERIALS REGARDING THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT ROBBINS & MYERS AND THE PROPOSED MERGER. Investors and security holders may obtain a free copy of the final proxy statement and other documents containing information about Robbins & Myers, without charge, at the SEC's web site at www.sec.gov. Copies of Robbins & Myers' SEC filings also may be obtained for free by directing a request to Robbins & Myers, Inc., 10586 Highway 75 North, Willis, Texas 77378, (936) 890-1064.
Participants in the Solicitation
Robbins & Myers, National Oilwell Varco, and certain of their respective directors and executive officers may be deemed, under SEC rules, to be participants in the solicitation of proxies from Robbins & Myers' shareholders in connection with the proposed merger. Information about Robbins & Myers' directors and executive officers and the special interests of these persons in connection with the proposed merger can be found in the final proxy statement filed by Robbins & Myers with the SEC on November 30, 2012. Information about National Oilwell Varco's directors and executive officers can be found in National Oilwell Varco's Annual Report on Form 10-K for its fiscal year ended December 31, 2011, as filed with the SEC on February 23, 2012, and National Oilwell Varco's proxy statement relating to its 2012 Annual Meeting of Shareholders, as filed with the SEC on April 5, 2012. These documents can be obtained, without charge, at the SEC's website at www.sec.gov.
|ROBBINS & MYERS, INC. AND SUBSIDIARIES|
|CONDENSED CONSOLIDATED BALANCE SHEET|
|(in thousands)||November 30, 2012||August 31, 2012|
|Cash and cash equivalents||$184,873||$166,925|
|Other current assets||13,396||11,206|
|Total Current Assets||572,341||542,060|
|Goodwill & Other Intangible Assets||772,151||773,604|
|Property, Plant & Equipment||169,878||169,736|
|LIABILITIES AND EQUITY|
|Current portion of long-term debt||494||153|
|Total Current Liabilities||190,554||195,170|
|Long-Term Debt - Less Current Portion||-||-|
|Other Long-Term Liabilities||103,610||102,056|
|ROBBINS & MYERS, INC. AND SUBSIDIARIES|
|CONDENSED CONSOLIDATED INCOME STATEMENT|
|Three Months Ended|
|November 30,||November 30,|
|(in thousands, except per share data)||2012||2011|
|Cost of sales||162,545||141,782|
|Selling, general and administrative expenses||43,546||42,960|
|Income before interest and income taxes (EBIT)||47,889||52,581|
|Interest (income), net||(14)||(61)|
|Income before income taxes||47,903||52,642|
|Income tax expense||15,752||17,187|
|Net income including noncontrolling interest||32,151||35,455|
|Less: Net income attributable to noncontrolling interest||123||198|
|Net income attributable to Robbins & Myers, Inc.||$32,028||$35,257|
|Net income per share:|
|Weighted average common shares outstanding:|
|ROBBINS & MYERS, INC. AND SUBSIDIARIES|
|CONDENSED BUSINESS SEGMENT INFORMATION|
|Three Months Ended|
|November 30,||November 30,|
|Process & Flow Control||98,005||90,335|
|Income Before Interest and Income Taxes (EBIT)|
|Process & Flow Control||12,552||10,070|
|Corporate and Eliminations||(7,898)||(4,787)|
|Depreciation and Amortization|
|Process & Flow Control||2,050||2,019|
|Corporate and Eliminations||64||84|
|Process & Flow Control||101,192||84,573|
|Process & Flow Control||142,672||116,948|
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|
|Three Months Ended|
|November 30,||November 30,|
|Net income including noncontrolling interest||$32,151||$35,455|
|Depreciation and amortization||8,359||7,892|
|Other changes, net||(246)||1,610|
|Cash provided by operating activities||24,592||28,921|
|Capital expenditures, net of nominal disposals||(5,069)||(6,813)|
|Cash used by investing activities||(5,069)||(6,813)|
|Proceeds of long-term debt, net||341||450|
|Share repurchase program||-||(15,607)|
|Other changes, net||(386)||970|
|Cash used by financing activities||(2,155)||(16,254)|
|Exchange rate impact on cash||580||(5,007)|
|Increase in cash||17,948||847|
|Cash and cash equivalents at beginning of period||166,925||230,606|
|Cash and cash equivalents at end of period||$184,873||$231,453|
SOURCE Robbins & Myers, Inc.
Cloud Expo, Inc. has announced today that Andi Mann returns to 'DevOps at Cloud Expo 2016' as Conference Chair The @DevOpsSummit at Cloud Expo will take place on November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. "DevOps is set to be one of the most profound disruptions to hit IT in decades," said Andi Mann. "It is a natural extension of cloud computing, and I have seen both firsthand and in independent research the fantastic results DevOps delivers. So I am excited t...
Jun. 29, 2016 10:39 AM EDT Reads: 169
More and more companies are looking to microservices as an architectural pattern for breaking apart applications into more manageable pieces so that agile teams can deliver new features quicker and more effectively. What this pattern has done more than anything to date is spark organizational transformations, setting the foundation for future application development. In practice, however, there are a number of considerations to make that go beyond simply “build, ship, and run,” which changes ho...
Jun. 29, 2016 08:45 AM EDT Reads: 1,101
When people aren’t talking about VMs and containers, they’re talking about serverless architecture. Serverless is about no maintenance. It means you are not worried about low-level infrastructural and operational details. An event-driven serverless platform is a great use case for IoT. In his session at @ThingsExpo, Animesh Singh, an STSM and Lead for IBM Cloud Platform and Infrastructure, will detail how to build a distributed serverless, polyglot, microservices framework using open source tec...
Jun. 28, 2016 10:00 AM EDT Reads: 495
Gartner is now treating algorithms like they are some kind of innovative addition to the modern digital discussion. Presumably the brilliant minds there have some novel insight into algorithms and, yes, the Algorithm Economy that CIOs should sit up and take notice of. Not only are algorithms nothing new, but much of what Gartner is saying about them is obvious. The bigger picture here is that software continues to improve, and enterprises are becoming increasingly software-driven, in part bec...
Jun. 17, 2016 04:07 PM EDT Reads: 840
The Internet of Things is clearly many things: data collection and analytics, wearables, Smart Grids and Smart Cities, the Industrial Internet, and more. Cool platforms like Arduino, Raspberry Pi, Intel's Galileo and Edison, and a diverse world of sensors are making the IoT a great toy box for developers in all these areas. In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists discussed what things are the most important, which will have the most profound...
Jun. 12, 2016 09:00 PM EDT Reads: 5,229
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Jun. 12, 2016 02:45 AM EDT Reads: 3,780
NHK, Japan Broadcasting, will feature the upcoming @ThingsExpo Silicon Valley in a special 'Internet of Things' and smart technology documentary that will be filmed on the expo floor between November 3 to 5, 2015, in Santa Clara. NHK is the sole public TV network in Japan equivalent to the BBC in the UK and the largest in Asia with many award-winning science and technology programs. Japanese TV is producing a documentary about IoT and Smart technology and will be covering @ThingsExpo Silicon Val...
Jun. 8, 2016 10:30 PM EDT Reads: 4,655
SYS-CON Events announced today that Men & Mice, the leading global provider of DNS, DHCP and IP address management overlay solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. The Men & Mice Suite overlay solution is already known for its powerful application in heterogeneous operating environments, enabling enterprises to scale without fuss. Building on a solid range of diverse platform support,...
Jun. 8, 2016 06:45 PM EDT Reads: 4,188
Internet of @ThingsExpo, taking place June 7-9, 2016 at Javits Center, New York City and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo New York Call for Papers is now open.
Jun. 8, 2016 03:45 PM EDT Reads: 3,319
SYS-CON Events announced today that Catchpoint Systems, Inc., a provider of innovative web and infrastructure monitoring solutions, has been named “Silver Sponsor” of SYS-CON's DevOps Summit at 18th Cloud Expo New York, which will take place June 7-9, 2016, at the Javits Center in New York City, NY. Catchpoint is a leading Digital Performance Analytics company that provides unparalleled insight into customer-critical services to help consistently deliver an amazing customer experience. Designed...
Jun. 8, 2016 03:00 PM EDT Reads: 3,303
@DevOpsSummit taking place June 7-9, 2016 at Javits Center, New York City, and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world.
Jun. 8, 2016 01:00 PM EDT Reads: 4,478
Cloud Expo, Inc. has announced today that Andi Mann returns to 'DevOps at Cloud Expo 2016' as Conference Chair The @DevOpsSummit at Cloud Expo will take place on June 7-9, 2016, at the Javits Center in New York City, New York. "DevOps is set to be one of the most profound disruptions to hit IT in decades," said Andi Mann. "It is a natural extension of cloud computing, and I have seen both firsthand and in independent research the fantastic results DevOps delivers. So I am excited to help the g...
Jun. 8, 2016 11:00 AM EDT Reads: 3,754
Korean Broadcasting System (KBS) will feature the upcoming 18th Cloud Expo | @ThingsExpo in a New York news documentary about the "New IT for the Future." The documentary will cover how big companies are transmitting or adopting the new IT for the future and will be filmed on the expo floor between June 7-June 9, 2016, at the Javits Center in New York City, New York. KBS has long been a leader in the development of the broadcasting culture of Korea. As the key public service broadcaster of Korea...
Jun. 8, 2016 10:00 AM EDT Reads: 2,646
SYS-CON Events announced today that Addteq will exhibit at SYS-CON's @DevOpsSummit at Cloud Expo New York, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Addteq is one of the top 10 Platinum Atlassian Experts who specialize in DevOps, custom and continuous integration, automation, plugin development, and consulting for midsize and global firms. Addteq firmly believes that automation is essential for successful software releases. Addteq centers its products a...
Jun. 8, 2016 09:45 AM EDT Reads: 2,612
In the rush to compete in the digital age, a successful digital transformation is essential, but many organizations are setting themselves up for failure. There’s a common misconception that the process is just about technology, but it’s not. It’s about your business. It shouldn’t be treated as an isolated IT project; it should be driven by business needs with the committed involvement of a range of stakeholders.
Jun. 8, 2016 02:15 AM EDT Reads: 3,681
SYS-CON Events announced today that FalconStor Software® Inc., a 15-year innovator of software-defined storage solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. FalconStor Software®, Inc. (NASDAQ: FALC) is a leading software-defined storage company offering a converged, hardware-agnostic, software-defined storage and data services platform. Its flagship solution FreeStor®, utilizes a horizonta...
Jun. 7, 2016 07:00 PM EDT Reads: 4,293
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York and Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty ...
Jun. 7, 2016 04:30 PM EDT Reads: 6,021
SYS-CON Events announced today that Column Technologies will exhibit at SYS-CON's @DevOpsSummit at Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Established in 1998, Column Technologies is a global technology solutions provider with over 400 employees, headquartered in the United States with offices in Canada, India, and the United Kingdom. Column Technologies provides “Best of Breed” technology solutions that automate the key DevOps principal...
Jun. 7, 2016 04:15 PM EDT Reads: 3,428
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
Jun. 7, 2016 01:00 PM EDT Reads: 2,845
SYS-CON Events announced today that IBM Cloud Data Services has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. IBM Cloud Data Services offers a portfolio of integrated, best-of-breed cloud data services for developers focused on mobile computing and analytics use cases.
Jun. 7, 2016 12:30 PM EDT Reads: 2,849