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 28, 2011

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 1.01 Entry into a Material Definitive Agreement.

     On March 28, 2011, Robbins & Myers, Inc., an Ohio corporation (“Robbins & Myers”), and certain of its subsidiaries and affiliated entities (collectively with Robbins & Myers, “Sellers”), entered into an Agreement (the “Romaco Agreement”), with a group of funds led by Deutsche Beteiligungs AG, a Frankfurt, Germany-based private equity investment firm (collectively, “DBAG”), pursuant to which all of the shares or equity interests in Sellers’ Romaco businesses (collectively, “Romaco”) will be sold to DBAG. The total consideration payable to Robbins & Myers is €65 million (approximately $92 million, based upon the exchange rate on March 30, 2011) and includes €61 million in cash and €4 million of liabilities being assumed by DBAG, subject to post-closing adjustments.

     Completion of the transaction is conditioned upon, among other things, receipt of approval of the transaction by German regulatory authorities and there having not occurred any material adverse change, as defined in the Romaco Agreement. The transaction is expected to close in the third fiscal quarter of 2011 following receipt of such regulatory approval.

     The representations, warranties, and covenants contained in the Romaco Agreement were made solely for purposes of the agreement and as of specific dates, were solely for the benefit of the parties to the Romaco Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Romaco Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders are not third-party beneficiaries under the Romaco Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Robbins & Myers or any other entity. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Romaco Agreement, which subsequent information may or may not be fully reflected in Robbins & Myers’ public disclosures.

     On March 31, 2011, Robbins & Myers issued a press release announcing, among other things, its financial results for the quarter ended February 28, 2011 and the execution of the Romaco Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.

     On March 31, 2011, Robbins & Myers issued a press release announcing its financial results for the quarter ended February 28, 2011 and the execution of the Romaco Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits — see Exhibit Index.

2

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.
March 31, 2011	By:	/s/ PETER C. WALLACE
		Name:	Peter C. Wallace
		Title:	President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Robbins & Myers, Inc., dated March 31, 2011.

4

EX-99.1

Exhibit 99.1

Investor Relations
+1 (937) 458-6600

ROBBINS & MYERS ANNOUNCES SECOND QUARTER 2011 RESULTS
AND AGREEMENT TO SELL ITS ROMACO BUSINESSES

DAYTON, OHIO, March 31, 2011...Robbins & Myers, Inc. (NYSE: RBN) today reported diluted net earnings per share (DEPS) of $0.32 for its fiscal second quarter ended February 28, 2011, compared with $0.13 in the prior year second quarter. Adjusting for one-time charges relating to the acquisition of T-3 Energy Services, Inc. (T-3) on January 10, 2011, the Company earned $0.62 per share, which included approximately $0.06 of certain income tax and operating benefits which are not expected to recur.

Consolidated sales were $215 million in the second quarter of 2011 as compared with $130 million in the second quarter of 2010. Excluding T-3, sales grew 38%. Each of Robbins & Myers’ business platforms achieved strong year-over-year growth. The Company reported second quarter 2011 orders of $230 million, or $184 million excluding T-3, 18% higher than the comparable prior year period.

Second quarter 2011 earnings before interest and taxes (EBIT) were $18 million, significantly higher than the $7 million reported in the second quarter of 2010. Excluding one-time charges relating to the acquisition of T-3, the Company had adjusted EBIT of $36 million. Adjusted EBIT margins were 16.6%, more than triple the prior year margins, as a result of improved profitability in all business platforms, especially within the Fluid Management Group. The Company reported adjusted EBITDA of $42 million in the second quarter of 2011, compared with $11 million in the second quarter of fiscal 2010.

“We are rapidly integrating T-3 into our Fluid Management Group and have secured most of the expected $9 million of annualized synergies,” said Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc. “Other potential benefits from the acquisition have surfaced, such as new sales opportunities with key account relationships, opportunities to leverage regional strengths and capabilities, and savings through low-cost sourcing. All of this is occurring against a backdrop of strong order levels at T-3, which continues to benefit from increased North American oil & gas maintenance and repair activity as well as higher spending related to shale projects. Our legacy energy business is also benefitting from high levels of customer demand, tempered somewhat by capacity constraints for one product line, for which we expect additional capacity to begin coming on line at the end of the third quarter.”

Robbins & Myers reported that it used $10 million of cash for operating activities in the second quarter of fiscal 2011 as compared with generating $18 million in the prior year same quarter. The decrease is attributable to payments related to the T-3 acquisition, higher pension payments, and working capital increases to support enterprise growth. The Company ended the recent quarter with $51 million of cash and $2 million of debt.

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Agreement to Sell Romaco Businesses

Robbins & Myers also reported it has entered into an agreement to sell its Romaco businesses to a group of funds led by Deutsche Beteiligungs AG (DBAG), a Frankfurt, Germany-based private equity investment firm. Total consideration of €65 million (approximately $92 million) includes €61 million of cash and €4 million of assumed liabilities and is subject to post-closing adjustments. The transaction is expected to close in the third fiscal quarter following German regulatory approval.

“The sale of the Romaco businesses represents another milestone in our strategic transformation”, said Mr. Wallace. “This transaction and the January acquisition of T-3 are significant strides in focusing the Company on core competencies and application know-how to better serve customers in niche markets. We have a solid foundation for future growth and further investment.”

After the close of the sale of the Romaco businesses to DBAG, the Company expects to record a net gain of approximately €29 million (approximately $41 million) and reflect Romaco as a discontinued operation in its third quarter consolidated financial statements.

Mr. Wallace commented, “Over the past few years, Romaco simplified its business model, expanded its capabilities, grew sales in developing regions and improved its profit profile. It is well-positioned for continued success and should benefit from DBAG’s experience working with European engineering companies.”

Updated Guidance

Based on recent financial performance, and anticipating the sale of the Romaco businesses, Robbins & Myers revised its fiscal 2011 adjusted DEPS forecast from $1.85-$2.05 to $1.95-$2.15 and expects to earn $0.45-$0.55 in its third quarter of 2011. The Company’s forecasts exclude restructuring costs, one-time costs associated with the T-3 acquisition, gains resulting from the sale of the Romaco businesses, and income from discontinued operations.

Second Quarter Results by Segment

All comparisons are made against the comparable year-ago quarterly period unless otherwise stated.

The Company’s Fluid Management segment reported orders of $143 million or $97 million excluding T-3, up 21%, due primarily to strength in energy markets. Sales were $135 million in the second quarter or $99 million excluding T-3, an increase of 48%. Adjusted EBIT was $38 million or 28.4% of sales, an increase of 800 basis points. Ending backlog of $131 million includes $65 million from T-3 and compares with $47 million at the end of the prior year for the legacy Fluid Management Group.

The Process Solutions segment reported orders of $52 million, an increase of 16% due to improving demand for capital goods in certain regional chemical markets. Sales of $49 million were 23% higher, and the business reported $0.5 million of EBIT in the second quarter of 2011 as compared with a $2.5 million loss. Backlog expanded for the sixth consecutive quarter, ending the quarter at $90 million.

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The Romaco segment had orders of $35 million, an increase of 14%. Backlog was $57 million at the end of second quarter of 2011, up $13 million. Sales increased 35% to $31 million, and EBIT improved $1.8 million to $2.1 million.

Conference Call to Be Held Today, March 31 at 10:00 AM (Eastern)

A conference call to discuss second quarter 2011 financial results is scheduled for 10:00 AM Eastern on Thursday, March 31, 2011. The call can be accessed at www.robn.com or by dialing 800-510-9661 (US/Canada) or +1-617-614-3452, using conference ID #51808049. Replays of the call can be accessed by dialing 888-286-8010 (US/Canada) or +1-617-801-6888, both using replay ID #10969887.

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, adjusted EBIT, adjusted EBITDA and adjusted DEPS, all non-GAAP measures. The Company uses these measures to evaluate its performance and believes these measures are helpful to investors in assessing its performance. A reconciliation of EBIT to net income is included in our Condensed Consolidated Income Statement, and other reconciliations are included in this press release. EBIT, adjusted EBIT, adjusted EBITDA and adjusted DEPS are not a measure of cash available for use by the Company.

Forward-Looking Statements

Statements set forth in this press release that are not historical facts, including statements regarding future financial performance, future market demand, future benefits to shareholders, future economic and industry conditions, and the proposed sale of the Romaco businesses (including its benefits, effects and timing), are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, which could cause actual benefits, results, effects and timing to differ materially from the results predicted or implied by the statements. These risks and uncertainties include, but are not limited to: whether or when the sale of the Romaco businesses will occur (including receipt of regulatory approval); costs and difficulties related to integration of T-3; the inability to or delay in obtaining cost savings and synergies from the T-3 merger; inability to retain key personnel; changes in the demand for or price of oil and/or natural gas; a significant decline in capital expenditures within the markets served by the Company; the ability to realize the benefits of restructuring programs; increases in competition; changes in the availability and cost of raw materials; foreign exchange rate fluctuations as well as economic or political instability in international markets and performance 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 businesses; 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; decline in the market value of our pension plan investment portfolios; and other important risk factors discussed more fully in

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the Company’s reports on Form 10-K for the year ended August 31, 2010; its recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K; and other reports filed from time to time with the SEC. Robbins & Myers does not undertake any obligation to revise or update publicly any forward-looking statements for any reason.

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

(in thousands)	February 28, 2011		August 31, 2010
ASSETS
Current Assets:
Cash and cash equivalents	$	50,781	$	149,213
Accounts receivable		174,919		115,387
Inventories		176,898		97,939
Other current assets		14,469		7,589
Deferred taxes		17,388		14,164
Total Current Assets		434,455		384,292
Goodwill & Other Intangible Assets		812,368		264,106
Deferred Taxes		34,095		33,932
Other Assets		15,422		10,091
Property, Plant & Equipment		184,061		124,600
	$	1,480,401	$	817,021
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	84,299	$	66,562
Accrued expenses		100,883		90,345
Current portion of long-term debt		1,900		192
Total Current Liabilities		187,082		157,099
Long-Term Debt — Less Current Portion		23		93
Deferred Taxes		110,416		42,568
Other Long-Term Liabilities		124,790		126,237
Total Equity		1,058,090		491,024
	$	1,480,401	$	817,021

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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)	2011		2010		2011			2010
Sales	$	214,918	$	129,919	$	378,867		$	259,332
Cost of sales		138,566		87,989		240,344			174,368
Gross profit		76,352		41,930		138,523			84,964
SG&A expenses		44,781		35,384		82,756			68,682
Other expense		13,312		—		13,312			—
Income before interest and income taxes (EBIT)		18,259		6,546		42,455			16,282
Interest expense (income), net		8		161		(17	)		304
Income before income taxes		18,251		6,385		42,472			15,978
Income tax expense		5,189		1,932		14,318			5,299
Net income including noncontrolling interest		13,062		4,453		28,154			10,679
Less: Net income attributable to noncontrolling interest		125		260		521			456
Net income attributable to Robbins & Myers, Inc.	$	12,937	$	4,193	$	27,633		$	10,223
Net income per share:
Basic	$	0.33	$	0.13	$	0.76		$	0.31
Diluted	$	0.32	$	0.13	$	0.75		$	0.31
Weighted average common shares outstanding:
Basic		39,695		32,927		36,315			32,899
Diluted		40,095		32,966		36,668			32,949

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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)	2011			2010			2011			2010
Customer Sales
Fluid Management	$	134,786		$	66,970		$	226,122		$	135,158
Process Solutions		49,028			39,867			98,462			83,400
Romaco		31,104			23,082			54,283			40,774
Total	$	214,918		$	129,919		$	378,867		$	259,332
Income Before Interest and Income Taxes (EBIT) (3)
Fluid Management	$	26,796	(1)	$	13,633		$	54,961	(1)	$	30,367
Process Solutions		506			(2,538	)		1,625			(4,189	)
Romaco		2,109			340			2,201			(418	)
Corporate and Eliminations		(11,152)	(2)		(4,889	)		(16,332)	(2)		(9,478	)
Total	$	18,259		$	6,546		$	42,455		$	16,282
Depreciation and Amortization
Fluid Management	$	8,872		$	1,969		$	10,850		$	4,016
Process Solutions		1,290			1,419			2,472			2,902
Romaco		608			572			1,267			1,150
Corporate and Eliminations		74			71			146			157
Total	$	10,844		$	4,031		$	14,735		$	8,225
Customer Orders
Fluid Management	$	143,425		$	79,860		$	245,651		$	147,967
Process Solutions		51,890			44,800			105,935			86,714
Romaco		35,112			30,843			68,629			57,977
Total	$	230,427		$	155,503		$	420,215		$	292,658
Backlog
Fluid Management	$	131,308		$	46,937		$	131,308		$	46,937
Process Solutions		89,663			63,013			89,663			63,013
Romaco		56,689			43,879			56,689			43,879
Total	$	277,660		$	153,829		$	277,660		$	153,829

(1)	Includes merger related costs of $7.4 million associated with employee termination benefits, backlog amortization and $4.1 million of expense due to inventory write-up values recorded in cost of sales.
(2)	Includes costs of $5.9 million due to merger related professional fees and accelerated equity compensation expense.
(3)	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.

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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)	2011			2010			2011			2010
Operating activities:
Net income including noncontrolling interest	$	13,062		$	4,453		$	28,154		$	10,679
Depreciation and amortization		10,844			4,031			14,735			8,225
Working capital		(31,378	)		12,862			(55,863	)		8,736
Other changes, net		(2,850	)		(3,133	)		142			1,863
Cash (used) provided by operating activities		(10,322	)		18,213			(12,832	)		29,503
Investing activities:
Business acquisition, net of cash acquired		(90,410	)		—			(90,410	)		—
Capital expenditures, net of nominal disposals		(4,097	)		(1,265	)		(7,197	)		(3,447	)
Proceeds from asset sales		—			1,094			—			1,094
Cash used by investing activities		(94,507	)		(171	)		(97,607	)		(2,353	)
Financing activities:
(Payments) proceeds of debt, net		(2,322	)		(716	)		(2,369	)		570
Dividends paid		(2,035	)		(1,399	)		(3,440	)		(2,713	)
Proceeds from issuance of common stock and other, net		15,263			255			15,586			366
Cash provided (used) by financing activities		10,906			(1,860	)		9,777			(1,777	)
Exchange rate impact on cash		495			(2,872	)		2,230			(1,122	)
(Decrease) increase in cash		(93,428	)		13,310			(98,432	)		24,251
Cash at beginning of period		144,209			119,110			149,213			108,169
Cash at end of period	$	50,781		$	132,420		$	50,781		$	132,420

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ROBBINS & MYERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO EBIT, ADJUSTED EBIT AND ADJUSTED EBITDA
RECONCILIATION OF DILUTED EARNINGS PER SHARE (DEPS) TO ADJUSTED DILUTED EARNINGS PER SHARE

	Three Months Ended								Six Months Ended
	February 28,					February 28,			February 28,			February 28,
(in thousands, except per share data)	2011					2010			2011			2010
				Per Share
CONSOLIDATED:
Net income attributable to Robbins & Myers, Inc. / Diluted EPS	$	12,937		$	0.32	$	4,193		$	27,633		$	10,223
Net income attributable to noncontrolling interest		125					260			521			456
Income tax expense		5,189					1,932			14,318			5,299
Interest expense (income), net		8					161			(17	)		304
EBIT		18,259					6,546			42,455			16,282
Merger related costs:
Fluid Management Segment:
Employee termination benefits and backlog amortization		7,428					—			7,428			—
Inventory write-up expensed in cost of sales		4,103					—			4,103			—
Corporate:
Professional fees and accelerated equity compensation expense		5,884					—			5,884			—
		17,415			0.30					17,415
Adjusted EBIT		35,674					6,546			59,870			16,282
Adjusted EBIT margin		16.6	%				5.0	%		15.8	%		6.3	%
Depreciation and amortization, excluding backlog amortization		6,438					4,031			10,329			8,225
Adjusted EBITDA	$	42,112				$	10,577		$	70,199		$	24,507
Adjusted Diluted EPS				$	0.62
FLUID MANAGEMENT SEGMENT:
EBIT	$	26,796				$	13,633		$	54,961		$	30,367
Employee termination benefits and backlog amortization		7,428					—			7,428			—
Inventory write-up expensed in cost of sales		4,103					—			4,103			—
Adjusted EBIT	$	38,327				$	13,633		$	66,492		$	30,367
Adjusted EBIT margin		28.4	%				20.4	%		29.4	%		22.5	%

EBIT, adjusted EBIT, adjusted EBIT margin %, adjusted EBITDA and adjusted diluted EPS are non-GAAP financial measures. The Company uses these measures to evaluate its businesses, and allocates resources to its businesses based on EBIT. EBIT is not, however, a measure of performance calculated in accordance with accounting principles generally accepted in the United States and should not be considered as an alternative to net income as a measure of our operating results. Neither EBIT nor EBITDA are measures of cash available for use by management. Adjusted diluted EPS should not be considered as an alternative to reported net income as an indicator of performance.

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