<PAGE> 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
<PAGE> 2
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
($ in thousands) November 30, August 31,
1995 1995
------------- -----------
ASSETS (unaudited)
<S> <C> <C>
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
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45,809 43,176
Deferred taxes 5,833 4,539
Prepaid expenses 1,820 2,492
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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)
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66,288 64,605
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$300,136 $270,407
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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
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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)
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73,755 69,939
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$300,136 $270,407
============= ===========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
2
<PAGE> 3
ROBBINS & MYERS, INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CONDENSED OPERATIONS
<TABLE>
<CAPTION>
(In thousands except per share data)
(Unaudited) Three Months Ended November 30,
-------------------------------
1995 1994
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<S> <C> <C>
Net sales $81,212 $68,628
Cost of sales 54,109 45,587
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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)
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Income before income taxes 6,664 4,331
Income taxes 2,566 1,416
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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
======= =======
</TABLE>
See Notes to Consolidated Condensed Financial Statements
3
<PAGE> 4
ROBBINS & MYERS, INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CONDENSED CASH FLOWS
<TABLE>
<CAPTION>
(In thousands)
(Unaudited Three Months Ended November 30,
-------------------------------
1995 1994
----------- -----------
<S> <C> <C>
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)
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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)
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Net Cash and Cash Equivalents Provided (Used) by Financing Activities 6,481 (234)
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Increase in Cash and Cash Equivalents 1,182 5,343
Cash and Cash Equivalents at Beginning of Period 10,210 16,079
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Cash and Cash Equivalents at End of Year Period $11,392 $21,422
=========== ===========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
4
<PAGE> 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:
<TABLE>
<CAPTION>
November 30, August 31,
1995 1995
------------ ----------
(In thousands)
<S> <C> <C>
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
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$80,510 $61,834
============ ==========
</TABLE>
NOTE C--INCOME TAXES
The estimated annual effective tax rates were 38.5% and 32.7% for the first
quarter of 1996 and 1995, respectively.
5
<PAGE> 6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
NOTE D--ACCOUNTING FOR STOCK-BASED COMPENSATION
In October 1995, the Financial Accounting Standards Board issued Statement No.
123, "Accounting for Stock-Based Compensation." The Statement establishes
financial accounting and reporting standards for stock-based employee
compensation plans. Companies may elect to account for such plans under the
fair value method or continue the previous accounting and disclose pro forma
net income and earnings per share as if the fair value method was applied. The
statement is to be applied on a prospective basis beginning in the Company's
fiscal year 1997.
The Company has not yet determined the potential financial statement impact of
the Standard, nor has it decided how or when it will initially adopt the
Standard.
6
<PAGE> 7
PART I--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
($ 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 11
ROBBINS & MYERS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
EXHIBIT 11.1
(In thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------
November 30, November 30,
1995 1994
------------ -----------
<S> <C> <C>
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
============ ===========
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> NOV-30-1995
<CASH> 11,392
<SECURITIES> 0
<RECEIVABLES> 57,173
<ALLOWANCES> 1,152
<INVENTORY> 45,809
<CURRENT-ASSETS> 120,875
<PP&E> 103,449
<DEPRECIATION> 37,161
<TOTAL-ASSETS> 300,136
<CURRENT-LIABILITIES> 82,812
<BONDS> 80,510
<COMMON> 21,471
0
0
<OTHER-SE> 52,284
<TOTAL-LIABILITY-AND-EQUITY> 300,136
<SALES> 81,212
<TOTAL-REVENUES> 81,212
<CGS> 54,109
<TOTAL-COSTS> 54,109
<OTHER-EXPENSES> 18,769
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,670
<INCOME-PRETAX> 6,664
<INCOME-TAX> 2,566
<INCOME-CONTINUING> 4,098
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,098
<EPS-PRIMARY> .75
<EPS-DILUTED> .75
</TABLE>
