|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.
The Internet of Things is not new. Historically, smart businesses have used its basic concept of leveraging data to drive better decision making and have capitalized on those insights to realize additional revenue opportunities. So, what has changed to make the Internet of Things one of the hottest topics in tech? In his session at @ThingsExpo, Chris Gray, Director, Embedded and Internet of Things, discussed the underlying factors that are driving the economics of intelligent systems. Discover how hardware commoditization, the ubiquitous nature of connectivity, and the emergence of Big Data a...
May. 30, 2015 04:00 PM EDT Reads: 6,457
Health care systems across the globe are under enormous strain, as facilities reach capacity and costs continue to rise. M2M and the Internet of Things have the potential to transform the industry through connected health solutions that can make care more efficient while reducing costs. In fact, Vodafone's annual M2M Barometer Report forecasts M2M applications rising to 57 percent in health care and life sciences by 2016. Lively is one of Vodafone's health care partners, whose solutions enable older adults to live independent lives while staying connected to loved ones. M2M will continue to gr...
May. 30, 2015 03:45 PM EDT Reads: 2,453
SYS-CON Events announced today that MetraTech, now part of Ericsson, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Ericsson is the driving force behind the Networked Society- a world leader in communications infrastructure, software and services. Some 40% of the world’s mobile traffic runs through networks Ericsson has supplied, serving more than 2.5 billion subscribers.
May. 30, 2015 02:00 PM EDT Reads: 1,545
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In this session, James Kirkland, Red Hat's Chief Architect for the Internet of Things and Intelligent Systems, will describe how to revolutionize your architecture and...
May. 30, 2015 01:00 PM EDT Reads: 749
The 4th International Internet of @ThingsExpo, co-located with the 17th International Cloud Expo - to be held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA - announces that its Call for Papers is open. The Internet of Things (IoT) is the biggest idea since the creation of the Worldwide Web more than 20 years ago.
May. 30, 2015 12:00 PM EDT Reads: 1,814
The enterprise market will drive IoT device adoption over the next five years. In his session at @ThingsExpo, John Greenough, an analyst at BI Intelligence, division of Business Insider, will analyze how companies will adopt IoT products and the associated cost of adopting those products. John Greenough is the lead analyst covering the Internet of Things for BI Intelligence- Business Insider’s paid research service. Numerous IoT companies have cited his analysis of the IoT. Prior to joining BI Intelligence, he worked analyzing bank technology for Corporate Insight and The Clearing House Pay...
May. 30, 2015 11:45 AM EDT Reads: 644
As the Internet of Things unfolds, mobile and wearable devices are blurring the line between physical and digital, integrating ever more closely with our interests, our routines, our daily lives. Contextual computing and smart, sensor-equipped spaces bring the potential to walk through a world that recognizes us and responds accordingly. We become continuous transmitters and receivers of data. In his session at @ThingsExpo, Andrew Bolwell, Director of Innovation for HP's Printing and Personal Systems Group, discussed how key attributes of mobile technology – touch input, sensors, social, and ...
May. 30, 2015 11:30 AM EDT Reads: 4,055
SYS-CON Events announced today that BMC will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. BMC delivers software solutions that help IT transform digital enterprises for the ultimate competitive business advantage. BMC has worked with thousands of leading companies to create and deliver powerful IT management services. From mainframe to cloud to mobile, BMC pairs high-speed digital innovation with robust IT industrialization – allowing customers to provide amazing user experiences with optimized IT per...
May. 30, 2015 11:15 AM EDT Reads: 1,119
The world is at a tipping point where the technology, the device and global adoption are converging to such a point that we will see an explosion of a world where smartphone devices not only allow us to talk to each other, but allow for communication between everything – serving as a central hub from which we control our world – MediaTek is at the heart of both driving this and allowing the markets to drive this reality forward themselves. The next wave of consumer gadgets is here – smart, connected, and small. If your ambitions are big, so are ours. In his session at @ThingsExpo, Jack Hu, D...
May. 30, 2015 11:15 AM EDT Reads: 881
All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades. With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo, June 9-11, 2015, at the Javits Center in New York City. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be
May. 30, 2015 11:15 AM EDT Reads: 2,206
The multi-trillion economic opportunity around the "Internet of Things" (IoT) is emerging as the hottest topic for investors in 2015. As we connect the physical world with information technology, data from actions, processes and the environment can increase sales, improve efficiencies, automate daily activities and minimize risk. In his session at @ThingsExpo, Ed Maguire, Senior Analyst at CLSA Americas, will describe what is new and different about IoT, explore financial, technological and real-world impact across consumer and business use cases. Why now? Significant corporate and venture...
May. 30, 2015 11:00 AM EDT Reads: 734
Today’s enterprise is being driven by disruptive competitive and human capital requirements to provide enterprise application access through not only desktops, but also mobile devices. To retrofit existing programs across all these devices using traditional programming methods is very costly and time consuming – often prohibitively so. In his session at @ThingsExpo, Jesse Shiah, CEO, President, and Co-Founder of AgilePoint Inc., discussed how you can create applications that run on all mobile devices as well as laptops and desktops using a visual drag-and-drop application – and eForms-buildi...
May. 30, 2015 11:00 AM EDT Reads: 5,522
The Internet of Things is not only adding billions of sensors and billions of terabytes to the Internet. It is also forcing a fundamental change in the way we envision Information Technology. For the first time, more data is being created by devices at the edge of the Internet rather than from centralized systems. What does this mean for today's IT professional? In this Power Panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will addresses this very serious issue of profound change in the industry.
May. 30, 2015 11:00 AM EDT Reads: 1,065
WebRTC defines no default signaling protocol, causing fragmentation between WebRTC silos. SIP and XMPP provide possibilities, but come with considerable complexity and are not designed for use in a web environment. In his session at @ThingsExpo, Matthew Hodgson, technical co-founder of the Matrix.org, discussed how Matrix is a new non-profit Open Source Project that defines both a new HTTP-based standard for VoIP & IM signaling and provides reference implementations.
May. 30, 2015 10:30 AM EDT Reads: 5,259
SYS-CON Events announced today that O'Reilly Media has been named “Media Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York City, NY. O'Reilly Media spreads the knowledge of innovators through its books, online services, magazines, and conferences. Since 1978, O'Reilly Media has been a chronicler and catalyst of cutting-edge development, homing in on the technology trends that really matter and spurring their adoption by amplifying "faint signals" from the alpha geeks who are creating the future. An active participa...
May. 30, 2015 10:30 AM EDT Reads: 929
"People are a lot more knowledgeable about APIs now. There are two types of people who work with APIs - IT people who want to use APIs for something internal and the product managers who want to do something outside APIs for people to connect to them," explained Roberto Medrano, Executive Vice President at SOA Software, in this SYS-CON.tv interview at Cloud Expo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
May. 30, 2015 10:30 AM EDT Reads: 4,413
There will be 150 billion connected devices by 2020. New digital businesses have already disrupted value chains across every industry. APIs are at the center of the digital business. You need to understand what assets you have that can be exposed digitally, what their digital value chain is, and how to create an effective business model around that value chain to compete in this economy. No enterprise can be complacent and not engage in the digital economy. Learn how to be the disruptor and not the disruptee.
May. 30, 2015 10:15 AM EDT Reads: 781
2015 predictions circa 1970: houses anticipate our needs and adapt, city infrastructure is citizen and situation aware, office buildings identify and preprocess you. Today smart buildings have no such collective conscience, no shared set of fundamental services to identify, predict and synchronize around us. LiveSpace and M2Mi are changing that. LiveSpace Smart Environment devices deliver over the M2Mi IoT Platform real time presence, awareness and intent analytics as a service to local connected devices. In her session at @ThingsExpo, Sarah Cooper, VP Business of Development at M2Mi, will d...
May. 30, 2015 10:00 AM EDT Reads: 786
Thanks to widespread Internet adoption and more than 10 billion connected devices around the world, companies became more excited than ever about the Internet of Things in 2014. Add in the hype around Google Glass and the Nest Thermostat, and nearly every business, including those from traditionally low-tech industries, wanted in. But despite the buzz, some very real business questions emerged – mainly, not if a device can be connected, or even when, but why? Why does connecting to the cloud create greater value for the user? Why do connected features improve the overall experience? And why do...
May. 30, 2015 09:45 AM EDT Reads: 799
Almost everyone sees the potential of Internet of Things but how can businesses truly unlock that potential. The key will be in the ability to discover business insight in the midst of an ocean of Big Data generated from billions of embedded devices via Systems of Discover. Businesses will also need to ensure that they can sustain that insight by leveraging the cloud for global reach, scale and elasticity.
May. 30, 2015 09:30 AM EDT Reads: 6,679