Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 26, 2003
Robbins & Myers, Inc.
| Ohio | 0-288 | 31-0424220 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 1400 Kettering Tower, Dayton, OH (Address of principal executive offices) | 45423 (Zip code) |
937-222-2610
Not applicable
| Item 5. Other Events and Regulation FD Disclosure | ||||||||
| SIGNATURES | ||||||||
Table of Contents
Item 5. Other Events and Regulation FD Disclosure
On June 26, 2003, Robbins & Myers, Inc. issued the following press release:
ROBBINS & MYERS ANNOUNCES
HIGHER THIRD QUARTER OPERATING RESULTS
DAYTON, OHIO, June 26, 2003.... Robbins & Myers, Inc. (RBN) today announced its financial results for the third quarter ended May 31, 2003 which reflected solid improvement over the same period of the previous year and, also, a continuing quarter-to-quarter sequential gain this fiscal year. Diluted earnings per share of $.30 for the quarter were within the Company’s previously announced guidance.
Sales for the current quarter were $144.9 million, a 16% increase above the $124.8 million reported for the third quarter of fiscal 2002. Quarterly net income was $4.4 million versus $2.7 million for the same period, an increase of 63% from fiscal 2002. Diluted earnings per share for the third quarter were $.30 and $.23 for fiscal 2003 and 2002, respectively. Third quarter EBIT improved 21% to $11.4 million as compared with the $9.4 million reported for the same period of last fiscal year. Results for the third quarter represented the second consecutive quarter of sequential quarter-to-quarter improvement in sales and earnings.
Sales for the nine months ended May 31, 2003 were $403.9 million as compared with $394.2 million for the same period of fiscal 2002. Net income for the nine month period of this fiscal year was $9.4 million as compared with $12.3 million for the same period of 2002. Diluted earnings per share for the first nine months of fiscal 2003 and 2002 were $.66 and $.99, respectively. Year-to-date EBIT was $27.3 million versus $33.2 million for the same period last fiscal year.
Gerald L. Connelly, President and Chief Executive Officer of Robbins & Myers, Inc., stated, “Our performance this quarter reflects not only gains over the same period of last fiscal year but also a continuation of the favorable quarter-to-quarter improvement
Table of Contents
reported earlier this fiscal year which includes benefits from a strengthening of the Euro. Sales increased 8% and earnings increased 29% sequentially over the second quarter.”
Connelly continued, “Our focus on cash management continues to produce positive results. We generated $17.1 million of cash flow from operations, less capital expenditures, during the most recent quarter. Year-to-date cash flow from operations, less capital expenditures, was $29.6 million, a 63% increase over the first nine months of last fiscal year.
Sales of the Company’s Pharmaceutical Segment were up 10% sequentially over the second quarter and 20% above the same period of the previous fiscal year. EBIT for this segment reflected strong improvement both sequentially and year-over-year. Contribution to this financial performance came from both the Company’s Reactor Systems and Romaco units.
The Energy Segment experienced a 7% increase in sales and a 10% increase in EBIT over the same quarter of last fiscal year. The energy market continues to remain stable with no appreciable increase in capital spending taking place to date.
The Industrial Segment financial results improved in the quarter with a 10% sequential and 12% year-over-year improvement in sales. Substantial gains in EBIT both sequentially and year-over-year were recorded for this segment. This segment’s three business units, Chemineer, Edlon and Moyno all contributed to the improvement.
Connelly concluded, “We will remain focused on cash management and continued improvement of our cost structure. This fiscal year continues to be challenging with the unsettled economic conditions worldwide. Diluted earnings per share for fiscal year 2003 are anticipated to be in the range of $1.00 to $1.05. Looking forward, the Company is well positioned for earnings improvement as its markets strengthen.”
Table of Contents
The Company also announced that its Board of Directors approved a regular quarterly dividend of $.055 per share (annual rate $.22) and is payable July 31, 2003 to shareholders of record as of July 11, 2003.
Conference Call
Robbins & Myers, Inc. has scheduled a conference call and webcast for 11:00 a.m./EDT on Thursday, June 26, 2003 to review the third quarter and nine months results. Please contact the Company’s Investor Relations to register for the call. The webcast of the call is available at the Company’s website atwww.robbinsmyers.com.
Robbins & Myers, Inc. is a leading global supplier of highly-engineered, application-critical equipment for the pharmaceutical, energy, and industrial markets. Headquartered in Dayton, Ohio the Company has manufacturing facilities in the United States, Canada, Europe, Brazil, Mexico, Singapore, Venezuela, Australia, China, France, India, and Taiwan.
In addition to historical information, this release contains forward-looking statements, identified by use of words such as “expects,” “anticipates,” “estimates,” and similar expressions. These statements reflect the Company’s expectations at the time this release was issued. Actual results may differ materially from those described in the forward-looking statements. Among the factors that could cause material differences are a significant decline in capital expenditures in specialty chemical and pharmaceutical industries, a major decline in oil and natural gas prices, foreign exchange rate fluctuations, continued availability of acceptable acquisition candidates and general economic conditions that can affect demand in the process industries. The Company undertakes no obligation to update or revise any forward-looking statement.
The Company’s common stock trades on the New York Stock Exchange under the symbol RBN.
Table of Contents
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
| (in thousands) | May 31, 2003 | August 31, 2002 | |||||||||
ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 9,196 | $ | 10,534 | |||||||
| Accounts receivable | 113,089 | 113,711 | |||||||||
| Inventories | 104,668 | 92,446 | |||||||||
| Other current assets | 10,933 | 12,318 | |||||||||
| Deferred taxes | 13,607 | 14,071 | |||||||||
| Total Current Assets | 251,493 | 243,080 | |||||||||
| Goodwill & Other Intangible Assets | 319,556 | 289,552 | |||||||||
| Other Assets | 6,991 | 6,201 | |||||||||
| Property, Plant & Equipment | 147,193 | 143,859 | |||||||||
| $ | 725,233 | $ | 682,692 | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable | $ | 48,464 | $ | 41,964 | |||||||
| Accrued expenses | 85,810 | 83,871 | |||||||||
| Current portion of long-term debt | 7,346 | 4,526 | |||||||||
| Total Current Liabilities | 141,620 | 130,361 | |||||||||
| Long-Term Debt — Less Current Portion | 192,658 | 203,920 | |||||||||
| Deferred Taxes | 8,827 | 8,708 | |||||||||
| Other Long-Term Liabilities | 88,391 | 79,210 | |||||||||
| Shareholders’ Equity | 293,737 | 260,493 | |||||||||
| $ | 725,233 | $ | 682,692 | ||||||||
| Note: | All known adjustments have been reflected in this report, but the information is subject to annual audit and year-end adjustments which are estimated to be insignificant. |
Table of Contents
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENT
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| May 31, | May 31, | May 31, | May 31, | ||||||||||||||
| (in thousands, except per share data) | 2003 | 2002 | 2003 | 2002 | |||||||||||||
| Sales | $ | 144,921 | $ | 124,812 | $ | 403,904 | $ | 394,201 | |||||||||
| Cost of sales | 95,782 | 83,419 | 267,970 | 262,342 | |||||||||||||
| Gross profit | 49,139 | 41,393 | 135,934 | 131,859 | |||||||||||||
| SG&A expenses | 37,146 | 31,640 | 106,938 | 97,073 | |||||||||||||
| Amortization expense | 554 | 388 | 1,664 | 1,569 | |||||||||||||
| Other | 0 | 0 | 0 | 0 | |||||||||||||
| Income before interest and income taxes | 11,439 | 9,365 | 27,332 | 33,217 | |||||||||||||
| Interest expense | 4,000 | 4,909 | 11,710 | 13,528 | |||||||||||||
| Income before income taxes and minority interest | 7,439 | 4,456 | 15,622 | 19,689 | |||||||||||||
| Income tax expense | 2,488 | 1,490 | 5,230 | 6,590 | |||||||||||||
| Minority interest | 540 | 270 | 948 | 792 | |||||||||||||
| Net income | $ | 4,411 | $ | 2,696 | $ | 9,444 | $ | 12,307 | |||||||||
| Net Income Per Share: | |||||||||||||||||
| Basic | $ | 0.31 | $ | 0.23 | $ | 0.66 | $ | 1.04 | |||||||||
| Diluted | $ | 0.30 | $ | 0.23 | $ | 0.66 | $ | 0.99 | |||||||||
| Weighted Average Common Shares Outstanding: | |||||||||||||||||
| Basic | 14,373 | 11,894 | 14,358 | 11,833 | |||||||||||||
| Diluted | 16,534 | 14,203 | 16,581 | 14,162 | |||||||||||||
| Orders | $ | 137,792 | $ | 139,969 | $ | 418,969 | $ | 380,895 | |||||||||
| Backlog | $ | 141,513 | $ | 130,092 | $ | 141,513 | $ | 130,092 | |||||||||
| Note: | All known adjustments have been reflected in this report, but the information is subject to annual audit and year-end adjustments which are estimated to be insignificant. |
Table of Contents
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED BUSINESS SEGMENT INFORMATION
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| May 31, | May 31, | May 31, | May 31, | ||||||||||||||
| (in thousands) | 2003 | 2002 | 2003 | 2002 | |||||||||||||
| Sales | |||||||||||||||||
| Pharmaceutical | $ | 88,028 | $ | 73,071 | $ | 243,336 | $ | 235,854 | |||||||||
| Industrial | 33,419 | 29,801 | 91,726 | 89,971 | |||||||||||||
| Energy | 23,474 | 21,940 | 68,842 | 68,376 | |||||||||||||
| Total | $ | 144,921 | $ | 124,812 | $ | 403,904 | $ | 394,201 | |||||||||
| Income Before Interest and Income Taxes (EBIT) | |||||||||||||||||
| Pharmaceutical | $ | 6,149 | $ | 5,365 | $ | 14,262 | $ | 22,718 | |||||||||
| Industrial | 3,100 | 2,014 | 7,270 | 4,747 | |||||||||||||
| Energy | 4,914 | 4,483 | 14,436 | 13,573 | |||||||||||||
| Corporate and Eliminations | (2,724 | ) | (2,497 | ) | (8,636 | ) | (7,821 | ) | |||||||||
| Total | $ | 11,439 | $ | 9,365 | $ | 27,332 | $ | 33,217 | |||||||||
| Depreciation and Amortization | |||||||||||||||||
| Pharmaceutical | $ | 2,877 | $ | 2,583 | $ | 8,181 | $ | 7,917 | |||||||||
| Industrial | 1,340 | 1,091 | 3,815 | 4,106 | |||||||||||||
| Energy | 1,432 | 1,324 | 4,216 | 4,162 | |||||||||||||
| Corporate and Eliminations | 356 | 235 | 1,040 | 670 | |||||||||||||
| Total | $ | 6,005 | $ | 5,233 | $ | 17,252 | $ | 16,855 | |||||||||
| Orders | |||||||||||||||||
| Pharmaceutical | $ | 81,049 | $ | 91,004 | $ | 255,460 | $ | 233,184 | |||||||||
| Industrial | 33,351 | 27,789 | 94,857 | 82,363 | |||||||||||||
| Energy | 23,392 | 21,176 | 68,652 | 65,348 | |||||||||||||
| Total | $ | 137,792 | $ | 139,969 | $ | 418,969 | $ | 380,895 | |||||||||
| Backlog | |||||||||||||||||
| Pharmaceutical | $ | 113,972 | $ | 105,374 | $ | 113,972 | $ | 105,374 | |||||||||
| Industrial | 24,405 | 20,253 | 24,405 | 20,253 | |||||||||||||
| Energy | 3,136 | 4,465 | 3,136 | 4,465 | |||||||||||||
| Total | $ | 141,513 | $ | 130,092 | $ | 141,513 | $ | 130,092 | |||||||||
| Note: | All known adjustments have been reflected in this report, but the information is subject to annual audit and year-end adjustments which are estimated to be insignificant. |
Table of Contents
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: June 26, 2003 | By: /s/ Kevin J. Brown Kevin J. Brown Vice President and Chief Financial Officer |