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): June 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 June 24, 2010, Robbins & Myers, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended May 31, 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: June 24, 2010	By:	/s/ Christopher M. Hix
		Christopher M. Hix
		Vice President and Chief Financial Officer

INDEX TO EXHIBITS

99 ADDITIONAL EXHIBITS

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

EX-99.1

Exhibit 99.1

Investor Relations
+1 (937) 458-6600

ROBBINS & MYERS ANNOUNCES THIRD QUARTER 2010 RESULTS

Strengthening Orders, Sales, Profitability;
Superb Cash Flow; Company Virtually Debt-Free

DAYTON, OHIO, June 24, 2010...Robbins & Myers, Inc. (NYSE: RBN) today reported diluted net earnings per share (DEPS) of $0.25 for its fiscal third quarter ended May 31, 2010. Fiscal 2009 third quarter DEPS of $0.31 included the benefit of a lower tax rate.

Third quarter orders of $159 million were 34% higher than the third quarter of 2009, most notably on strength in energy markets, and backlog grew to $160 million. Third quarter 2010 sales of $147 million were 3% higher than the comparable prior year period. Third quarter 2010 earnings before interest and taxes (EBIT) was $13 million, slightly higher than last year’s third quarter and double the amount earned in the second quarter of this year.

“We are seeing improved customer demand across our portfolio of leading products and solutions,” said Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc. “We are benefiting from recovering energy markets, and have seen notable sales increases in our product lines that support horizontal drilling activity for shale projects. We have seen a higher level of quotation activity in our industrial product lines serving wastewater and chemical markets, but a full recovery for larger chemical projects is not expected this calendar year. The demand for Romaco equipment is solid and improving as demonstrated by the business’ profit levels in the third quarter.”

Robbins & Myers reported $28 million of cash from operating activities in the third quarter of 2010 compared with $20 million in the prior year quarter, and the last of the Company’s senior notes were repaid in May 2010. The Company finished the recent quarter with $123 million of cash and virtually no debt, and it had $123 million of available capacity under its $150 million revolving credit agreement.

Mr. Wallace noted, “We have improved our working capital efficiency throughout the year, creating significant cash flow to bolster an already-strong balance sheet. Our ample capital capacity supports our growth agenda, including acquisitions, new product development and geographic expansion.”

Robbins & Myers established its fourth quarter DEPS forecast of $0.31-$0.41, supported by current order trends and backlog. Robbins & Myers expects full year DEPS of $0.87-$0.97. All forecast figures exclude the cost of restructuring actions. Minimal restructuring costs were incurred during the first three quarters of 2010.

Third 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 Presentations” page of the “Investor Relations” section of the Company’s website, www.robn.com.

The Company’s Fluid Management segment orders of $85 million represent a 71% increase over the prior year third quarter, driven by strengthening energy and industrial markets. Sales of $80 million are 10% higher than the comparable prior year period, and EBIT improved 17% to $20 million.

The Process Solutions segment reported orders of $47 million, 13% higher than the prior year third quarter. Sales of $40 million were 14% lower than the comparable prior year period. Lower volumes and competitive pricing pressures resulted in an EBIT loss of $2 million in the third quarter of 2010 versus EBIT income of $2 million in the third quarter of 2009. The Company has been negotiating with the union representing workers at its German facility regarding the employment changes required to restore the business to long-term profitability. No agreement has yet been reached, but the Company hopes to achieve a successful resolution in the near-term.

Romaco segment orders of $27 million were nearly in-line with prior year results. Sales in the quarter were $27 million, 11% higher than the third quarter of 2009. Romaco achieved EBIT of $1.4 million as compared with a $0.5 million EBIT loss in the prior year third quarter.

Conference Call to Be Held Today, June 24 at 3:00 PM (Eastern)

A conference call to discuss these results has been scheduled for 3:00 PM Eastern on Thursday, June 24, 2010, which can be accessed at www.robn.com or by dialing 1-866-510-0712 (US/Canada) or +1-617-597-5380, using conference ID #35640996. Replays of the call can be accessed by dialing 1-888-286-8010 (U.S./Canada) or +1-617-801-6888, using replay ID #37056553.

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)	May 31, 2010		August 31, 2009
ASSETS
Current Assets:
Cash and cash equivalents	$	122,697	$	108,169
Accounts receivable		104,050		114,191
Inventories		101,842		105,772
Other current assets		10,869		11,573
Deferred taxes		11,218		12,519
Total Current Assets		350,676		352,224
Goodwill & Other Intangible Assets		262,411		273,476
Deferred Taxes		24,692		26,477
Other Assets		9,474		9,490
Property, Plant & Equipment		122,918		135,187
	$	770,171	$	796,854
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	53,041	$	55,918
Accrued expenses		80,227		68,059
Current portion of long-term debt		641		30,194
Total Current Liabilities		133,909		154,171
Long-Term Debt — Less Current Portion		161		265
Deferred Taxes		43,867		44,194
Other Long-Term Liabilities		112,056		115,113
Shareholders’ Equity		480,178		483,111
	$	770,171	$	796,854

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)	2010		2009		2010		2009
Sales	$	146,965	$	143,375	$	406,297	$	485,171
Cost of sales		95,587		93,582		269,955		310,626
Gross profit		51,378		49,793		136,342		174,545
SG&A expenses		38,300		37,398		106,982		114,921
Income before interest and income taxes		13,078		12,395		29,360		59,624
Interest expense, net		102		99		406		242
Income before income taxes		12,976		12,296		28,954		59,382
Income tax expense		4,650		1,628		9,949		15,875
Net income including noncontrolling interest		8,326		10,668		19,005		43,507
Less: Net income attributable to noncontrolling interest		164		382		620		950
Net income attributable to Robbins & Myers, Inc.	$	8,162	$	10,286	$	18,385	$	42,557
Net income per share:
Basic	$	0.25	$	0.31	$	0.56	$	1.28
Diluted	$	0.25	$	0.31	$	0.56	$	1.28
Weighted average common shares outstanding:
Basic		32,941		32,829		32,913		33,353
Diluted		33,016		32,845		32,973		33,365

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)	2010			2009			2010			2009
Customer Sales
Fluid Management	$	79,813		$	72,542		$	214,971		$	259,943
Process Solutions		39,898			46,373			123,298			148,900
Romaco		27,254			24,460			68,028			76,328
Total	$	146,965		$	143,375		$	406,297		$	485,171
Income Before Interest and Income Taxes (EBIT)
Fluid Management	$	20,104		$	17,153		$	50,471		$	67,660
Process Solutions		(1,895	)		2,246			(6,084	)		7,468
Romaco		1,357			(464	)		939			(1,465	)
Corporate and Eliminations		(6,488	)		(6,540	)		(15,966	)		(14,039	)
Total	$	13,078		$	12,395		$	29,360		$	59,624
Depreciation and Amortization
Fluid Management	$	1,995		$	1,950		$	6,011		$	6,036
Process Solutions		1,262			1,447			4,164			4,265
Romaco		575			501			1,725			1,483
Corporate and Eliminations		74			98			231			360
Total	$	3,906		$	3,996		$	12,131		$	12,144
Orders
Fluid Management	$	84,987		$	49,718		$	232,954		$	216,736
Process Solutions		47,320			42,033			134,034			140,300
Romaco		26,853			27,333			84,830			75,177
Total	$	159,160		$	119,084		$	451,818		$	432,213
Backlog
Fluid Management	$	52,000		$	46,311		$	52,000		$	46,311
Process Solutions		68,323			74,152			68,323			74,152
Romaco		39,724			48,302			39,724			48,302
Total	$	160,047		$	168,765		$	160,047		$	168,765

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						Nine Months Ended
	May 31,			May 31,			May 31,			May 31,
(in thousands)	2010			2009			2010			2009
Operating activities:
Net income including noncontrolling interest	$	8,326		$	10,668		$	19,005		$	43,507
Depreciation and amortization		3,906			3,996			12,131			12,144
Other, net		15,379			5,496			25,978			(30,566	)
Cash provided by operating activities		27,611			20,160			57,114			25,085
Investing activities:
Capital expenditures		(3,259	)		(5,870	)		(6,706	)		(12,914	)
Proceeds from asset sales		—			—			1,094			—
Cash used by investing activities		(3,259	)		(5,870	)		(5,612	)		(12,914	)
Financing activities:
Payments of long-term debt, net		(30,227	)		(840	)		(29,657	)		(3,035	)
Share buyback program		—			—			—			(39,114	)
Dividends paid		(1,402	)		(1,313	)		(4,115	)		(3,929	)
Other, net		273			387			639			1,246
Cash used by financing activities		(31,356	)		(1,766	)		(33,133	)		(44,832	)
Exchange rate impact on cash		(2,719	)		3,897			(3,841	)		(2,198	)
(Decrease) increase in cash		(9,723	)		16,421			14,528			(34,859	)
Cash at beginning of period		132,420			72,125			108,169			123,405
Cash at end of period	$	122,697		$	88,546		$	122,697		$	88,546