<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 MAY 31, 1995 Commission File Number 0-288
------------ -----
Robbins & Myers, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0424220
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(State orother jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Kettering Tower, Dayton, OhiO 45423
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number including area code (513) 222-2610
------------------------------
None
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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 May 31, 1995: 5,173,779
------------------------
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<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
May 31, August 31,
1995 1994
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $11,738 $16,079
Accounts receivable, net 51,165 40,107
Inventories:
Finished products 8,602 12,491
Products in process 15,685 13,913
Materials and supplies 19,876 13,522
Deferred taxes 3,632 3,632
Prepaid expenses 1,670 4,109
----------- -----------
Total Current Assets 112,368 103,853
Goodwill 71,387 68,210
Other Intangible Assets 14,267 9,267
Deferred Taxes 8,449 7,802
Other Assets 6,130 6,836
Property, Plant and Equipment 96,638 89,900
Less accumulated depreciation (33,811) (27,738)
----------- -----------
62,827 62,162
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$275,428 $258,130
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE> 3
10Q3(L)
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in thousands)
<TABLE>
<CAPTION>
May 31, August 31,
1995 1994
----------- -----------
(unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $19,070 $16,164
Accrued expenses 41,348 35,825
Federal income taxes payable 3,267 3,017
Current portion long-term debt 4,967 3,500
----------- -----------
Total Current Liabilities 68,652 58,506
Long-Term Debt 72,553 80,290
Other Long-Term Liabilities 67,023 62,295
Shareholders' Equity
Common stock without par value:
Authorized shares--------25,000,000
Outstanding shares--------5,173,779
at May 31, 1995 and 5,142,817 at
August 31, 1994 after deducting
shares in treasury--------136,070 at
May 31, 1995 and 147,005 at
August 31, 1994 19,941 19,573
Retained Earnings 46,079 37,656
Equity adjustment for foreign
currency translation 1,581 211
Equity adjustment to recognize minimum
pension liability (401) (401)
----------- -----------
$275,428 $258,130
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE> 4
10Q4(L)
ROBBINS & MYERS, INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
(UNAUDITED)
(in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------- -----------------------
May 31, May 31, May 31, May 31,
1995 1994 1995 1994
------- ------- -------- -------
<S> <C> <C> <C> <C>
Net Sales $79,973 $25,018 $219,475 $69,480
Less:
Cost of Sales 53,793 14,668 146,107 42,122
------- ------- -------- -------
26,180 10,350 73,368 27,358
Engineering and development 2,642 701 7,756 1,966
Selling and administrative expenses 16,395 4,953 45,619 13,823
Interest expense 1,921 38 5,552 109
Other deductions - net 905 820 747 1,134
------- ------- -------- -------
Income Before Income Taxes 4,317 3,838 13,694 10,326
Income Taxes 2,061 1,627 5,435 4,072
------- ------- -------- -------
Net Income Before Extraordinary Item 2,256 2,211 8,259 6,254
Extraordinary Gain from Refinancing Debt 1,332 0 1,332 0
------- ------- -------- -------
Net Income $3,588 $2,211 $9,591 $6,254
======= ======= ======== =======
Income Per Share Before Extraordinary Item
Primary $0.42 $0.42 $1.56 $1.19
Assuming Full Dilution $0.42 $0.42 $1.54 $1.19
======= ======= ======== =======
Income Per Share
Primary $0.67 $0.42 $1.81 $1.19
Assuming Full Dilution $0.67 $0.42 $1.79 $1.19
======= ======= ======== =======
Ending Common Shares Outstanding 5,174 5,117 5,174 5,117
Dividends Per Share
Declared $0.075 $0.075 $0.225 $0.2125
Paid $0.075 $0.075 $0.225 $0.2125
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE> 5
STATEMENT OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Robbins & Myers, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Nine Months Ended May 31,
(in thousands) 1995 1994
- ----------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $9,591 $6,254
Equity Adjustment for Foreign Currency Translation 1,370 (141)
Adjustment Required to Reconcile Net Income
to Net Cash and Cash Equivalents Provided by
Operating Activities:
Depreciation 6,543 2,165
Amortization 2,815 149
Deferred taxes 644 729
Gain on Extinguishment of Debt (2,183) 0
Changes in operating assets and liabilities:
Accounts receivable, less allowances (9,243) (3,819)
Inventories (2,852) (243)
Prepaid expenses 2,484 (160)
Other assets 707 (1,050)
Accounts payable 1,898 (550)
Accrued expenses 3,441 383
Federal income taxes payable 251 653
Other long-term liabilities 3,437 (1,127)
-------- --------
Net Cash and Cash Equivalents Provided by
Operating Activities 18,903 3,243
INVESTMENT ACTIVITIES
Capital Expenditures, Net of Nominal Disposals (6,350) (3,898)
Purchase of Marketable Securities 0 (29,796)
Proceeds From Sale of Marketable Securities 0 31,071
Purchase of Pharaoh Corp and Cannon Process
Equipment, Ltd. (11,088) 0
-------- --------
Net Cash and Cash Equivalents Used
by Investment Activities (17,438) (2,623)
FINANCING ACTIVITIES
Proceeds from Revolving Line of Credit 51,005 5,329
Payment of Revolving Line of Credit (38,705) (5,300)
Payment of Term Loan (1,750) 0
Proceeds from Subordinated Debt 4,444 0
Payment of Subordinated Debt (20,000) 0
Proceeds from Sale of Common Stock 368 361
Purchase of Common Stock 0 (348)
Dividends Paid (1,168) (1,088)
-----------------------
Net Cash and Cash Equivalents Used
by Financing Activities (5,806) (1,046)
-----------------------
Decrease in Cash and Cash Equivalents (4,341) (426)
Cash and Cash Equivalents at Beginning of Period 16,079 1,422
-----------------------
Cash and Cash Equivalents at End of Period $11,738 $996
=======================
</TABLE>
See Notes to Consolidated Financial Statements
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<PAGE> 6
ROBBINS & MYERS, INC. AND SUBSIDIARIES
DAYTON, OHIO
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments
consisting of normal recurring items necessary to present fairly
the financial condition of the Company as of May 31, 1995 and
August 31, 1994 and the results of its operations for the three
month and nine month periods ended May 31, 1995 and May 31, 1994
and its cash flows for the nine month periods ended May 31, 1995
and May 31, 1994.
NOTE B - Net income per share was calculated as disclosed in Exhibit 11.
NOTE C - On June 30, 1994, the Company completed the acquisition of the
Pfaudler, Chemineer and Edlon business units for approximately
$117,045,000. The funds used for the acquisition were provided
by a combination of cash on hand, bank debt of $52,000,000 and
subordinated notes of $43,576,000, net of discount, issued to the
seller. In addition to cash and subordinated notes, the seller
also received certain stock appreciation rights on 2,000,000
shares of the Company's common stock. The stock appreciation
rights entitle the holder to receive a payment equal to the
increase in market value of the Company's Common Stock above $23
per share to a maximum market value of $40 per share. The stock
appreciation rights are exercisable by the holder beginning
January 1, 1995 and expire June 30, 2000. At the Company's
option, payment may be made in cash or common stock of the
Company. It is the Company's intention at present to make any
payment for stock appreciation rights in cash. Based on the
closing price of the Company's common shares at May 31, 1995,
which was $26,50 per share, the holder would be entitled to
receive a payment of $7,000,000. At such time as the stock
appreciation rights are exercised, it is the Company's intention
to treat the payment as an addition to the purchase price, add it
to goodwill and amortize it over the remaining amortization
period of goodwill.
NOTE D - The following is a pro forma summary (unaudited) of the
consolidated results of operations, assuming the purchase of
Pfaudler, Chemineer and Edlon business units had taken place on
September 1, 1993. In preparing the pro forma data, certain
adjustments have been made to historic operating results,
including increased interest expense resulting from the new debt
structure, amortization of intangible assets and the related
income tax effects. The pro forma data excludes business
restructure provisions of the acquired companies of $3,800,000 in
the first quarter of 1994.
6
<PAGE> 7
ROBBINS & MYERS, INC. AND SUBSIDIARIES
DAYTON, OHIO
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
NOTE D - Continued
(in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
May 31, 1995 May 31, 1994
<S> <C> <C>
(Actual) (Proforma)
Net Sales $79,973 $64,638
Net Income 3,588 2,450
Net Income Per Share $.67 $.46
</TABLE>
<TABLE>
<CAPTION>
Nine Months Ended
May 31, 1995 May 31, 1994
<S> <C> <C>
(Actual) (Proforma)
Net Sales $219,475 $196,668
Net Income 9,591 6,180
Net Income Per Share $1.79 $1.18
</TABLE>
7
<PAGE> 8
ROBBINS & MYERS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following represents management's discussion and analysis of certain
significant factors which affected the Company's earnings and changes in
financial condition during the period included in the accompanying statements
of consolidated operations and the consolidated balance sheets.
The Company completed the acquisition of the Pfaudler, Chemineer, and Edlon
business units on June 30, 1994, which more than doubled its size. After June
30, 1994, the Company's business was comprised of the newly acquired business
units and its historic business units, which include Moyno Industrial Products,
Moyno Oilfield Products and Prochem Industrial Mixers. Operating results of
the new business units are included for the three month and nine month periods
ended May 31, 1995 but are not included in any reported prior year periods. As
a result, the June 30, 1994 acquisitions are the principal cause for the change
between the reported periods.
OPERATING RESULTS
- -----------------
Net sales for the quarter totaled $80 million, compared to $25 million for the
same quarter of last year and up from $70.9 million in the previous quarter.
Net income totaled $3.6 million, or $.67 per share, compared to $2.2 million or
$.42 per share last year. The previous quarter net income totaled $3.1 million
or $.58 per share. For the first nine months, net sales were $219.5 million
compared to $69.5 million for the same period of last year. Net income for the
nine months totaled $9.6 million or $1.79 per share compared to $6.3 million in
the same period of 1994, or $1.19 per share. The increase in net income from
the same quarter of last year is due to a combination of improved operating
results experienced by the Company's historic business units combined with the
inclusion of operating results of the newly acquired business units.
Gross margins as a percentage of sales are about the same as the previous
quarter for both the new business units and the Company's historic business
units. Gross margins for the Company's historic units are also unchanged from
the same quarter of the prior year. Engineering and Development and Selling
and Administrative expenses, as a percentage of sales, are about the same as in
the previous quarter and the same quarter of last year.
During the quarter the Company recorded an extraordinary gain in the amount of
$1.3 million resulting from the early retirement of one-half of the
subordinated debt issued in connection with last year's acquisition of
Pfaudler, Chemineer and Edlon. The transaction required a payment of $20.4
million, including accrued interest, of which $12.7 million was borrowed under
the revolving credit agreement and the balance paid from cash on hand.
8
<PAGE> 9
Also during the third quarter the Company recorded a pre-tax charge of
approximately $1.6 million to write off its investment in Hazleton
Environmental, a small start-up business furnishing equipment primarily for
industrial wastewater treatment applications. This charge is included in Other
deductions - net in the Statement of Consolidated Income.
Orders for the quarter totaled $90.4 million compared to $80.2 million in the
prior quarter. The increase was particularly strong at the Pfaudler, Chemineer
and Moyno Oilfield Products business units but all units ended the quarter with
higher backlogs than at the beginning of the period.
PROVISION FOR INCOME TAXES
- --------------------------
During the current quarter, based on projections of profits for the remainder
of the year, the Company recorded a provision for domestic and foreign income
taxes equal to 45% of estimated taxable income compared to 42% in the same
quarter of the previous year. The provisions include the impact of tax loss
carryforwards in certain foreign countries and foreign and domestic taxes
associated with dividends to be declared in the current fiscal year by wholly
owned foreign subsidiaries having available cash and retained earnings.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The discussion of the acquisition of the Pfaudler, Chemineer and Edlon business
units and the related financing was disclosed in detail in the Company's 1994
annual report to shareholders. As of March 1, 1995, the Company also acquired
or established three additional businesses. First, the assets of Pharaoh
Corporation, a Rochester, New York company engaged in the business of parts and
services for glass-lined process equipment, were purchased. Second, the stock
of Cannon Process Equipment, Ltd., headquartered in Bilston, England, was
purchased. Cannon was engaged in the business of new and reconditioned
glass-lined reactor vessels. Finally, a partnership was established between
Glasteel Parts and Services, a newly formed subsidiary of the Company, and
Universal Process Equipment, Inc., a global purchaser of used process
equipment. The transactions were financed by a combination of available cash,
current bank financing and the issuance of $4.4 million of new subordinated
debt.
As noted in the discussion of operating results, the Company recorded the early
retirement of one-half of the subordinated debt issued in connection with its
June, 1994 business acquisitions. As stated, the transaction required $20.4
million of cash, $12.7 million of which was borrowed with the balance provided
from cash on-hand.
Cash requirements for Fiscal 1995 are related primarily to debt service,
capital expenditures and previously recorded restructuring payments. Debt
principal payments totaling $1.75 million are due for the remainder of fiscal
1995. The Company anticipates capital expenditures for fiscal 1995 to be
approximately $12 million, and to be principally directed at manufacturing cost
reduction programs and new integrated operating systems at the Pfaudler and
Chemineer business units. Previously recorded restructuring actions amounted
to approximately $5.4 million at May 31, 1995. Of this amount, $.4 million is
estimated to be payable in the current fiscal year and the balance payable in
fiscal 1996.
9
<PAGE> 10
OTHER
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Unfilled orders as of May 31, 1995 totaled $98.8 million compared to $86.1
million at the beginning of the quarter. The increase, as previously stated,
was primarily due to improved order rates at Moyno Oilfield Products, Chemineer
and Pfaudler.
10
<PAGE> 11
10Q8.dmd - PART II OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) See index to exhibits.
(b) Reports on Form 8-K. During the quarter
ended May 31, 1995, the Company did not file
any reports on Form 8- K.
11
<PAGE> 12
10Q9.dmd
SIGNATURE
---------
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: JULY 14, 1995 BY: /S/ GEORGE M. WALKER
-------------- ---------------------------------------
Vice President & CFO
(Principal Financial Officer)
12
<PAGE> 13
INDEX TO EXHIBITS
-----------------
Located at
Manually
Numbered Page
-------------
(11) STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS:
11.1 Computation of Per Share Earnings............ *
(27) Financial Data Schedule...................... *
1
<PAGE> 1
ROBBINS & MYERS, INC.
<TABLE>
<CAPTION>
COMPUTATON OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED NINE MONTHS ENDED
------------------- -------------------
MAY 31, MAY 31, MAY 31, MAY 31,
1995 1994 1995 1994
------------------- -------------------
<S> <C> <C> <C> <C>
PRIMARY
Average shares outstanding 5,170 5,116 5,161 5,099
Net effect of dilutive stock options -
based on the treasury stock method
using average market price 185 153 144 148
-------- -------- ------- --------
TOTAL 5,355 5,269 5,305 5,247
======== ======== ======= ========
Net Income Before Extraordinary Item $2,256 $2,211 $8,259 $6,254
-------- -------- ------- --------
Net Income $3,588 $2,211 $9,591 $6,254
======== ======== ======= ========
PER SHARE AMOUNTS:
Net Income Before Extraordinary Item $0.42 $0.42 $1.56 $1.19
-------- -------- ------- --------
Net Income $0.67 $0.42 $1.81 $1.19
======== ======== ======= ========
FULLY DILUTED
Average shares outstanding 5,170 5,116 5,161 5,099
Net effect of dilutive stock options -
based on the treasury stock method
using the year-end market price, if
higher than average market price 196 163 196 163
-------- -------- ------- --------
TOTAL 5,366 5,279 5,357 5,262
======== ======== ======= ========
Net Income Before Extraordinary Item $2,256 $2,211 $8,259 $6,254
-------- -------- ------- --------
Net Income $3,588 $2,211 $9,591 $6,254
======== ======== ======= ========
PER SHARE AMOUNTS:
Net Income Before Extraordinary Item $0.42 $0.42 $1.54 $1.19
-------- -------- ------- --------
Net Income $0.67 $0.42 $1.79 $1.19
======== ======== ======= ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-START> SEP-01-1994
<PERIOD-END> MAY-31-1995
<CASH> 11,738
<SECURITIES> 0
<RECEIVABLES> 52,229
<ALLOWANCES> 1,004
<INVENTORY> 44,163
<CURRENT-ASSETS> 112,367
<PP&E> 96,638
<DEPRECIATION> 33,811
<TOTAL-ASSETS> 275,428
<CURRENT-LIABILITIES> 68,652
<BONDS> 72,553
<COMMON> 19,941
0
0
<OTHER-SE> 47,258
<TOTAL-LIABILITY-AND-EQUITY> 275,428
<SALES> 219,475
<TOTAL-REVENUES> 219,475
<CGS> 146,107
<TOTAL-COSTS> 146,107
<OTHER-EXPENSES> 54,122
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,552
<INCOME-PRETAX> 13,694
<INCOME-TAX> 5,435
<INCOME-CONTINUING> 8,259
<DISCONTINUED> 0
<EXTRAORDINARY> 1,332
<CHANGES> 0
<NET-INCOME> 9,591
<EPS-PRIMARY> 1.81
<EPS-DILUTED> 1.79
</TABLE>
