8-K

UNITED STATES
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): March 24, 2010

Robbins & Myers, Inc.

(Exact name of Registrant as specified in its charter)

Ohio	001-13651	31-0424220
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

51 Plum St., Suite 260, Dayton, Ohio	45440
(Address of principal executive offices)	(Zip code)

937-458-6600 (Registrant’s telephone number including area code)

Not applicable (Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On March 24, 2010, Robbins & Myers, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended February 28, 2010. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits — See Index to Exhibits

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 hereunto duly authorized.

	Robbins & Myers, Inc.
Date: March 24, 2010	By:	/s/ Christopher M. Hix
		Christopher M. Hix
		Vice President and Chief Financial Officer

INDEX TO EXHIBITS

99 ADDITIONAL EXHIBITS

99.1 Second Quarter Fiscal 2010 Earnings Press Release of Robbins & Myers, Inc., dated March 24, 2010.

EX-99.1

Exhibit 99.1

Investor Relations
+1 (937) 458-6600

ROBBINS & MYERS ANNOUNCES SECOND QUARTER 2010 RESULTS

Order Levels Continue to Improve;
Cash Generation Remains Strong

DAYTON, OHIO, March 24, 2010...Robbins & Myers, Inc. (NYSE: RBN) today reported diluted net earnings per share (DEPS) of $0.13 for its fiscal second quarter ended February 28, 2010 as compared with $0.46 in the comparable prior year period. The Company also reported that second quarter orders of $156 million were 21% higher than the second quarter of 2009 and 13% higher than the first quarter of 2010, with growth noted in each of the Company’s segments.

Second quarter sales of $130 million were 21% lower than the second quarter of 2009. Lower sales volumes, combined with difficult pricing conditions in certain markets, contributed to lower earnings before interest and taxes (EBIT) of $7 million in the second quarter of 2010.

“We are encouraged by the growth in order levels, especially in energy markets,” said Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc. “Offsetting some of the benefit from this growth are pricing pressures within our Process Solutions Group. We are actively addressing the cost structure in this business, having cut over $2 million of annualized costs in the first half of this year and implementing another restructuring initiative later this month to cut an additional $3 million of annualized costs. Our attention to operating improvements throughout Robbins & Myers also contributed to improved cash flow in the quarter.”

$18 million of cash was generated from operating activities in the second quarter of 2010, substantially higher than the $5 million in the prior year quarter. The Company’s cash balances grew to $132 million. Robbins & Myers has $31 million of debt, including $30 million of senior notes which mature on May 3, 2010. The Company’s $150 million revolving credit agreement remains undrawn.

Mr. Wallace said, “Continued customer order growth supports our projections for strengthening financial performance in the second half of fiscal 2010.” The Company initiated its third quarter DEPS forecast of $0.13-$0.23, excluding the cost of restructuring actions which are expected to be approximately $2 million. Robbins & Myers affirmed its full year 2010 DEPS forecast of $0.80-$1.00, excluding the cost of restructuring actions.

Second Quarter Results by Segment

In January, the Company announced a realignment of its businesses that included moving its Chemineer US and Asian operations from the Process Solutions Group to the Fluid Management Group. All results included in this press release have been adjusted to reflect the new operating and reporting structure. A recasting of quarterly segment

results for fiscal 2007 through 2009 can be viewed in the “Investor Relations” section of the Company’s website, www.robn.com.

The Company’s Fluid Management segment orders of $80 million represent a 20% increase over the prior year second quarter and a 17% sequential increase from the first quarter of 2010, driven primarily from strengthening energy markets. Sales of $67 million are 23% lower than the comparable prior year period, and EBIT fell 39% to $14 million.

The Process Solutions segment reported orders of $45 million, 11% higher than the prior year second quarter or 5% excluding currency translation effects. Sales of $40 million were 18% lower than the comparable prior year period or 23% excluding currency translation effects. The segment incurred an EBIT loss of $3 million in the second quarter of 2010 as a result of lower sales and pricing pressures. In the second quarter of 2009, the segment had EBIT income of $2 million.

Romaco segment orders of $31 million were 46% higher than the comparable prior year quarter or 32% excluding currency translation effects. Segment backlog also included a $9 million reduction to reflect the cancellation of an order originally booked in fiscal 2006. Sales in the quarter were $23 million, 19% less than the second quarter of 2009. Romaco EBIT of $0.3 million was similar to the amount earned in the prior year second quarter.

Conference Call to Be Held Today, March 24 at 1:30 PM (Eastern)

A conference call to discuss these results has been scheduled for 1:30 PM Eastern on Wednesday, March 24, 2010, which can be accessed at www.robn.com or by dialing 1-866-700-7477 (US/Canada) or +1-617-213-8840, using conference ID #58160159. Replays of the call can be accessed by dialing 1-888-286-8010 (U.S./Canada) or +1-617-801-6888, using replay ID #33481357.

About Robbins & Myers

Robbins & Myers, Inc. is a leading supplier of engineered equipment and systems for critical applications in global energy, industrial, chemical and pharmaceutical markets.

In this release the Company refers to EBIT, 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.

In addition to historical information, this press release contains forward-looking statements identified by use of words such as “expects,” “anticipates,” “believes,” and similar expressions. These statements reflect management’s current expectations and involve known and unknown risks, uncertainties, contingencies and other factors that could cause actual results, performance or achievements to differ materially from those stated. The most significant of these risks and uncertainties are described in our Form 10-K and Form 10-Q reports filed with the Securities and Exchange Commission and include, but are not limited to: the cyclical nature of some of our markets; a significant decline in capital expenditures in our primary markets; a major decline in oil and natural gas prices; reduced demand due to the general worldwide economic downturn and general credit market crises; our ability to realize the benefits of our restructuring programs; increases in competition; changes in the availability and cost of our raw materials; foreign exchange rate fluctuations as well as economic or political instability in international markets and the performance of our business in hyperinflationary environments, such as Venezuela; work stoppages related to union negotiations; customer order cancellations; the possibility of product liability lawsuits that could harm our business; events or circumstances which result in an impairment of, or valuation against, assets; the potential impact of U.S. and foreign legislation, government regulations, and other governmental action, including those relating to export and import of products and materials, and changes in the interpretation and application of such laws and regulations; the outcome of audit, compliance, administrative or investigatory reviews; proposed changes in U.S. tax law which could impact our future tax expense and cash flow; and decline in the market value of our pension plans’ investment portfolios affecting our financial condition and results of operations. Except as otherwise required by law, we do not undertake any obligation to publicly update or revise these forward-looking statements to reflect events or circumstances after the date hereof.

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)

(in thousands)	February 28, 2010		August 31, 2009
ASSETS
Current Assets:
Cash and cash equivalents	$	132,420	$	108,169
Accounts receivable		104,655		114,191
Inventories		103,929		105,772
Other current assets		14,619		11,573
Deferred taxes		11,304		12,519
Total Current Assets		366,927		352,224
Goodwill & Other Intangible Assets		269,737		273,476
Deferred Taxes		25,698		26,477
Other Assets		8,985		9,490
Property, Plant & Equipment		127,966		135,187
	$	799,313	$	796,854
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	46,658	$	55,918
Accrued expenses		77,054		68,059
Current portion of long-term debt		30,853		30,194
Total Current Liabilities		154,565		154,171
Long-Term Debt — Less Current Portion		176		265
Deferred Taxes		44,106		44,194
Other Long-Term Liabilities		114,411		115,113
Shareholders’ Equity		486,055		483,111
	$	799,313	$	796,854

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENT
(Unaudited)

	Three Months Ended				Six Months Ended
	February 28,		February 28,		February 28,		February 28,
(in thousands, except per share data)	2010		2009		2010		2009
Sales	$	129,919	$	163,825	$	259,332	$	341,796
Cost of sales		87,989		107,049		174,368		217,044
Gross profit		41,930		56,776		84,964		124,752
SG&A expenses		35,384		35,941		68,682		77,523
Income before interest and income taxes		6,546		20,835		16,282		47,229
Interest expense, net		161		90		304		143
Income before income taxes		6,385		20,745		15,978		47,086
Income tax expense		1,932		5,290		5,299		14,247
Net income including noncontrolling interest		4,453		15,455		10,679		32,839
Less: Net income attributable to noncontrolling interest		260		392		456		568
Net income attributable to Robbins & Myers, Inc.	$	4,193	$	15,063	$	10,223	$	32,271
Net income per share:
Basic	$	0.13	$	0.46	$	0.31	$	0.96
Diluted	$	0.13	$	0.46	$	0.31	$	0.96
Weighted average common shares outstanding:
Basic		32,927		32,802		32,899		33,620
Diluted		32,966		32,804		32,949		33,679

ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONDENSED BUSINESS SEGMENT INFORMATION
(Unaudited)

	Three Months Ended						Six Months Ended
	February 28,			February 28,			February 28,			February 28,
(in thousands)	2010			2009			2010			2009
Customer Sales
Fluid Management	$	66,970		$	86,871		$	135,158		$	187,401
Process Solutions		39,867			48,503			83,400			102,527
Romaco		23,082			28,451			40,774			51,868
Total	$	129,919		$	163,825		$	259,332		$	341,796
Income Before Interest and Income Taxes (EBIT)
Fluid Management	$	13,633		$	22,283		$	30,367		$	50,507
Process Solutions		(2,538	)		1,937			(4,189	)		5,222
Romaco		340			442			(418	)		(1,001	)
Corporate and Eliminations		(4,889	)		(3,827	)		(9,478	)		(7,499	)
Total	$	6,546		$	20,835		$	16,282		$	47,229
Depreciation and Amortization
Fluid Management	$	1,969		$	2,023		$	4,016		$	4,086
Process Solutions		1,419			1,400			2,902			2,818
Romaco		572			500			1,150			982
Corporate and Eliminations		71			132			157			262
Total	$	4,031		$	4,055		$	8,225		$	8,148
Orders
Fluid Management	$	79,860		$	66,688		$	147,967		$	167,018
Process Solutions		44,800			40,489			86,714			98,267
Romaco		30,843			21,119			57,977			47,844
Total	$	155,503		$	128,296		$	292,658		$	313,129
Backlog
Fluid Management	$	46,937		$	66,441		$	46,937		$	66,441
Process Solutions		63,013			78,428			63,013			78,428
Romaco		43,879			40,558			43,879			40,558
Total	$	153,829		$	185,427		$	153,829		$	185,427

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
(Unaudited)

	Three Months Ended						Six Months Ended
	February 28,			February 28,			February 28,			February 28,
(in thousands)	2010			2009			2010			2009
Operating activities:
Net income including noncontrolling interest	$	4,453		$	15,455		$	10,679		$	32,839
Depreciation and amortization		4,031			4,055			8,225			8,148
Other, net		9,729			(14,287	)		10,599			(36,062	)
Cash provided by operating activities		18,213			5,223			29,503			4,925
Investing activities:
Capital expenditures		(1,265	)		(3,667	)		(3,447	)		(7,044	)
Proceeds from asset sales		1,094			—			1,094			—
Cash used by investing activities		(171	)		(3,667	)		(2,353	)		(7,044	)
Financing activities:
(Payments) proceeds of long-term debt, net		(716	)		(1,213	)		570			(2,195	)
Share buyback program		—			—			—			(39,114	)
Dividends paid		(1,399	)		(1,314	)		(2,713	)		(2,616	)
Other, net		255			288			366			859
Cash used by financing activities		(1,860	)		(2,239	)		(1,777	)		(43,066	)
Exchange rate impact on cash		(2,872	)		(1,529	)		(1,122	)		(6,095	)
Increase (decrease) in cash		13,310			(2,212	)		24,251			(51,280	)
Cash at beginning of period		119,110			74,337			108,169			123,405
Cash at end of period	$	132,420		$	72,125		$	132,420		$	72,125