-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LUKzm3tg+f62cGuq6YvxHkOtYWgjmuIIoPumz6gZWjCksKo0IZ5Dls3VQOcajpJ+ mSlYoSmcrmbsUBCzdP8XmQ== 0000950152-00-002816.txt : 20000413 0000950152-00-002816.hdr.sgml : 20000413 ACCESSION NUMBER: 0000950152-00-002816 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000229 FILED AS OF DATE: 20000412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBBINS & MYERS INC CENTRAL INDEX KEY: 0000084290 STANDARD INDUSTRIAL CLASSIFICATION: PUMPS & PUMPING EQUIPMENT [3561] IRS NUMBER: 310424220 STATE OF INCORPORATION: OH FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-00288 FILM NUMBER: 599048 BUSINESS ADDRESS: STREET 1: 1400 KETTERING TWR CITY: DAYTON STATE: OH ZIP: 45423 BUSINESS PHONE: 9372222610 MAIL ADDRESS: STREET 1: 1400 KETTERING TOWER CITY: DAYTON STATE: OH ZIP: 45423 10-Q 1 ROBBINS & MYERS, INC. 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE - - ACT OF 1934 For the Quarterly Period Ended FEBRUARY 29, 2000 Commission File Number 0-288 ------------------ ----- ROBBINS & MYERS, INC. ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) OHIO 31-0424220 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1400 KETTERING TOWER, DAYTON, OHIO 45423 - -------------------------------------------------------------------------------- (Address of Principal executive offices) (Zip Code) Registrant's telephone number including area code (937) 222-2610 ------------------------------- NONE - -------------------------------------------------------------------------------- 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 FEBRUARY 29, 2000:10,943,381 ---------- 1 2 ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET (In thousands) February 29, August 31, 2000 1999 --------- --------- ASSETS (Unaudited) Current Assets: Cash and cash equivalents $ 9,354 $ 8,901 Accounts receivable 74,859 74,900 Inventories: Finished products 17,677 16,921 Work in process 14,066 11,193 Raw materials 27,320 25,633 --------- --------- 59,063 53,747 Other current assets 10,523 12,824 Deferred taxes 5,446 5,470 --------- --------- Total Current Assets 159,245 155,842 Goodwill and other intangible assets 210,285 214,100 Deferred taxes 6,595 -- Other Assets 8,010 6,641 Property, Plant and Equipment 202,762 196,820 Less accumulated depreciation 87,185 79,551 --------- --------- 115,577 117,269 --------- --------- $ 499,712 $ 493,852 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 27,227 $ 27,949 Accrued expenses 56,408 54,935 Current portion of long-term debt 707 121 --------- --------- Total Current Liabilities 84,342 83,005 Long-term debt--less current portion 186,838 191,151 Other long-term liabilities 62,651 58,518 Minority interest 7,594 6,952 Shareholders' Equity: Common stock 27,479 27,468 Retained earnings 137,308 132,015 Accumulated other comprehensive income(loss) (6,500) (5,257) --------- --------- 158,287 154,226 --------- --------- $ 499,712 $ 493,852 ========= ========= See Notes to Consolidated Condensed Financial Statements 2 3 ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED INCOME STATEMENT (In thousands except per share data) (Unaudited)
Three Months Ended Six Months Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, --------------------- --------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Net sales $ 95,770 $ 94,876 $189,265 $193,142 Cost of sales 61,964 63,193 124,009 127,957 -------- -------- -------- -------- Gross profit 33,806 31,683 65,256 65,185 Operating expenses 22,385 21,385 43,229 43,703 -------- -------- -------- -------- 11,421 10,298 22,027 21,482 Amortization expense 1,979 2,031 3,961 3,890 Other 132 4,496 293 4,146 -------- -------- -------- -------- 9,310 3,771 17,773 13,446 Interest expense 3,319 3,614 6,556 7,154 -------- -------- -------- -------- Income before income tax and minority interest 5,991 157 11,217 6,292 Income tax expense 2,157 54 4,044 2,140 Minority interest 403 405 676 405 -------- -------- -------- -------- Net income(loss) $ 3,431 $ (302) $ 6,497 $ 3,747 ======== ======== ======== ======== Net income(loss) per share: Basic $ 0.31 $ (0.03) $ 0.59 $ 0.34 ======== ======== ======== ======== Diluted $ 0.30 $ (0.03) $ 0.57 $ 0.34 ======== ======== ======== ======== Dividends per share: Declared $ 0.055 $ 0.055 $ 0.110 $ 0.110 ======== ======== ======== ======== Paid $ 0.055 $ 0.055 $ 0.110 $ 0.110 ======== ======== ======== ========
See Notes to Consolidated Condensed Financial Statements 3 4 ROBBINS & MYERS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (In thousands) (Unaudited)
Six Months Ended Feb. 29, Feb. 28, -------- -------- 2000 1999 -------- -------- Operating Activities: Net income $ 6,497 $ 3,747 Adjustment required to reconcile net income to net cash and cash equivalents provided by operating activities: Depreciation 8,850 8,693 Amortization 3,961 3,890 Changes in operating assets and liabilities: Accounts receivable (1,110) 5,773 Inventories (5,874) 2,494 Accounts payable (206) (7,092) Accrued expenses 980 524 Other 455 2,585 -------- -------- Net Cash and Cash Equivalents Provided by Operating Activities 13,553 20,614 Investing Activities: Capital expenditures, net of nominal disposals (9,110) (5,040) Loan to Universal Process Equipment -- (6,429) -------- -------- Net Cash and Cash Equivalents Used by Investing Activities (9,110) (11,469) Financing Activities: Proceeds from revolving credit loan 5,864 16,776 Payments of revolving credit loan (6,112) (20,472) Proceeds from sale of common stock 667 618 Purchase of common stock and convertible subordinated notes (3,205) (3,442) Dividends paid (1,204) (1,207) -------- -------- Net Cash and Cash Equivalents Used by Financing Activities (3,990) (7,727) -------- -------- Increase in Cash and Cash Equivalents 453 1,418 Cash and Cash Equivalents at Beginning of Period 8,901 6,822 -------- -------- Cash and Cash Equivalents at End of Period $ 9,354 $ 8,240 ======== ========
See Notes to Consolidated Condensed Financial Statements 4 5 ROBBINS & MYERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS February 29, 2000 (Unaudited) NOTE 1--PREPARATION OF FINANCIAL STATEMENTS In the opinion of management, the accompanying unaudited consolidated condensed financial statements of Robbins & Myers, Inc. and subsidiaries ("Company") contain all adjustments, consisting of normally recurring items, necessary to present fairly the financial condition of the Company and its subsidiaries as of February 29, 2000, and August 31, 1999, the results of their operations for the three and six month periods ended February 29, 2000, and February 28, 1999, and their cash flows for the six month periods ended February 29, 2000, and February 28, 1999. All intercompany transactions have been eliminated. NOTE 2--NET INCOME PER SHARE The following table sets forth the computation of basic and diluted net income per share:
Three Months Ended Six Months Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, -------- ------- -------- -------- 2000 1999 2000 1999 -------- ------- -------- -------- (In thousands, except per share amounts) Numerator: Basic: Net income(loss) $ 3,431 $ (302) $ 6,497 $ 3,747 Effect of dilutive securities: Convertible debt interest 620 * 1,249 * ------- ------ ------- ------- Income(loss) attributable to diluted shares $ 4,051 $ (302) $ 7,746 $ 3,747 ======= ====== ======= ======= Denominator: Basic: Weighted average shares 10,938 10,914 10,942 10,925 Effect of dilutive securities: Convertible debt 2,333 * 2,350 * Dilutive options and restricted shares 180 * 194 238 ------- ------ ------- ------- Diluted shares 13,451 10,914 13,486 11,163 ======= ====== ======= ======= Basic net income(loss) per share $ 0.31 $(0.03) $ 0.59 $ 0.34 ======= ====== ======= ======= Diluted net income(loss) per share $ 0.30 $(0.03) $ 0.57 $ 0.34 ======= ====== ======= =======
* --Effect is antidilutive, therefore excluded from computation NOTE 3--OTHER EXPENSE Other expense is as follows:
Three Months Ended Six Months Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, -------- ------- -------- -------- 2000 1999 2000 1999 ------- ------ ------- ------- (In thousands) Plant closure and relocation costs $ 132 $4,200 $ 293 $ 4,200 Other termination costs - 400 - 400 Equity income - (104) - (454) ------- ------ ------- ------- $ 132 $4,496 $ 293 $ 4,146 ======= ====== ======= =======
In February 1999, the Company recorded a charge of $4,200,000 for the closure and relocation of the Company's Fairfield, California, manufacturing operations. The $4,200,000 charge was composed of $1,800,000 for asset write-downs and holding costs of land, buildings, and equipment to be sold, and $2,400,000 for environmental, employee and other costs. The facility manufactured power sections and 5 6 NOTE 3--OTHER EXPENSE (CONTINUED) down-hole pumps. Production was transferred to the Company's manufacturing facility near Houston, Texas, which manufactures similar products. The closure and relocation consolidated all power section and down-hole pump manufacturing into one facility. The transfer of manufacturing is substantially completed, and the Fairfield facility and certain machinery are being sold. It is expected that the sale of the facility will be completed by December 31, 2000. The assets to be sold have been written down to their estimated net realizable value upon sale. As of February 29, 2000 approximately $770,000 has been spent against the $2,400,000 accrued for environmental, employee and other costs. The fiscal year 2000 costs are for employee transfers, equipment relocation and training of new employees at the Texas facility. The Company also recorded other one-time termination costs of $400,000 in the second quarter of fiscal 1999, unrelated to the closure of the Fairfield facility. As of February 29, 2000, these one-time termination costs have been paid. NOTE 4--LONG-TERM DEBT At February 29, 2000, the Company's debt consisted of the following:
(In thousands) ---------------- Senior debt: Revolving credit loan $ 19,490 Senior Notes 100,000 Other 5,320 6.50% Convertible Subordinated Notes 62,735 -------- Total debt 187,545 Less current portion 707 -------- $186,838 ========
The Company's Bank Credit Agreement ("Agreement") provides, among other things, that the Company may borrow on a revolving credit basis up to a maximum of $200,000,000. All outstanding amounts under the Agreement are due and payable on November 25, 2002. Interest is variable based upon formulas tied to LIBOR or prime, at the Company's option, and is payable at least quarterly. At February 29, 2000, the weighted average interest rate for all amounts outstanding was 4.25%. Indebtedness under the Agreement is unsecured, except for guarantees by the Company's U.S. subsidiaries, the pledge of the stock of the Company's U.S. subsidiaries and the pledge of the stock of certain non-U.S. subsidiaries. The $100,000,000 Senior Notes were issued in two series, Series A in the principal amount of $70,000,000 has an interest rate of 6.76% and are due May 1, 2008 and Series B in the principal amount of $30,000,000 has an interest rate 6.84% and are due May 1, 2010. Interest is payable semi-annually on May 1 and November 1. The above agreements have certain restrictive covenants including limitations on cash dividends, treasury stock purchases and capital expenditures and minimum requirements for interest coverage and leverage ratios. The Company has $62,735,000 of 6.50% Convertible Subordinated Notes ("Subordinated Notes"). The Subordinated Notes are due on September 1, 2003, interest is payable semi-annually on March 1 and September 1 and are convertible into common stock at a rate of $27.25 per share. Holders may convert at any time until maturity and the Company may call for redemption at any time on or after September 1, 1999, at a price ranging from the current price of 103.25% to 100% in fiscal 2003 and thereafter. The Subordinated Notes are subordinated to all other indebtedness of the Company. 6 7 NOTE 5--INCOME TAXES The estimated annual effective tax rates were 36% for both the periods of fiscal 2000 and 34% for both the periods of fiscal 1999. NOTE 6--COMPREHENSIVE INCOME The components of comprehensive income(loss) are as follows:
Three Months Ended Six Months Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, -------- -------- -------- -------- 2000 1999 2000 1999 -------- -------- -------- -------- (In thousands) Net income(loss) $ 3,431 $ (302) $ 6,497 $ 3,747 Other comprehensive income: Foreign currency translation (360) (168) (1,243) (1,347) ------- ------- ------- ------- Comprehensive income(loss) $ 3,071 $ (470) $ 5,254 $ 2,400 ======= ======= ======= =======
NOTE 7--BUSINESS SEGMENTS Sales and Income before Interest and Taxes ("IBIT") by operating segment is presented in the following table. There has been no change in the presentation basis or measurement of segment information from the prior year end. Intersegment sales are immaterial and there is no material change in segment assets since the prior year end.
Three Months Ended Six Months Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, -------- -------- -------- -------- 2000 1999 2000 1999 -------- -------- -------- -------- (In thousands) Unaffiliated customer sales: Process systems $75,354 $79,696 $151,228 $161,016 Energy systems 20,416 15,180 38,037 32,126 ------- ------- -------- -------- Total $95,770 $94,876 $189,265 $193,142 ======= ======= ======== ======== IBIT: Process Systems $ 8,226 $ 8,758 $ 17,034 $ 18,861 Energy Systems 3,025 (3,287) 5,177 (1,502) Corporate and eliminations (1,941) (1,700) (4,438) (3,913) ------- ------- -------- -------- Total $ 9,310 $ 3,771 $ 17,773 $ 13,446 ======= ======= ======== ========
NOTE 8--NEW ACCOUNTING STANDARD The Financial Accounting Standards Board issued Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. This statement is not required to be adopted by the Company until its fiscal year 2001. The Company has not yet determined the impact of this statement on the financial statements of the Company. 7 8 PART I--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table presents the components of the Company's income statement and certain supplementary data as a percent of net sales for the three month and six month periods of fiscal 2000 and 1999.
Three Months Ended Six Months Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, --------- --------- --------- --------- 2000 1999 2000 1999 --------- --------- --------- --------- Net Sales 100.0% 100.0% 100.0% 100.0% Cost of sales 64.7 66.6 65.5 66.3 --------- --------- --------- --------- Gross profit 35.3 33.4 34.5 33.7 Operating expenses 23.4 22.5 22.9 22.6 --------- --------- --------- --------- IBIT before amortization and other 11.9 10.9 11.6 11.1 Amortization 2.1 2.2 2.1 2.0 Other .1 4.7 .1 2.1 --------- --------- --------- --------- IBIT 9.7% 4.0% 9.4% 7.0% ========= ========= ========= =========
Three Months Ended Six Months Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, --------- --------- --------- --------- 2000 1999 2000 1999 --------- --------- --------- --------- Segment (in thousands) Process systems: Sales $ 75,354 $ 79,696 $ 151,228 $ 161,016 IBIT before amortization and other 9,482 10,038 19,616 21,075 % 12.6% 12.6% 13.0% 13.1% IBIT 8,226 8,758 17,034 18,861 % 10.9% 11.0% 11.3% 11.7% Energy Systems: Sales $ 20,416 $ 15,180 $ 38,037 $ 32,126 IBIT before amortization and other 3,681 1,428 6,484 3,705 % 18.0% 9.4% 17.0% 11.5% IBIT 3,025 (3,287) 5,177 (1,502) % 14.8% (21.6)% 13.6% (4.7)%
The Company acquired a controlling interest in Universal Glasteel Equipment ("UGE") in December 1998, Chemineer de Mexico in June 1999 and GMM Pfaudler Limited ("GMM") in July 1999 ("Acquired Businesses"). The Company owned minority portions of UGE and GMM in fiscal 1999 and their results were recorded on the equity method. The Acquired Businesses are consolidated in fiscal 2000. The Acquired Businesses are all in the Company's Process Systems segment. Net sales for the second quarter of fiscal 2000 were $95.8 million compared to $94.9 million, an increase of $.9 million or .9% from the same period of the prior year. Year to date sales of $189.3 million decreased $3.9 million or 2.0% from the same period of the prior year. The decreases in pro-forma sales from the same period of the prior year, assuming the Acquired Businesses were acquired at the beginning of fiscal 1999, were $2.4 million or 2.4% for the quarter and $11.8 million or 5.9% year to date. 8 9 The Process Systems segment had sales of $75.4 million in the second quarter of fiscal 2000 compared to $79.7 million in fiscal 1999. Year to date sales of $151.2 million decreased $9.8 million or 6.1% from the same period of the prior year. On a pro forma basis, the Process Systems segment year to date sales decreased by $17.6 million, a 10.4% decrease. This decrease was primarily driven by competitive pressures resulting from the strength of the United States and United Kingdoms currencies and modest market demand in the specialty chemical market. Capital spending in this market was low as operating rates and profitability levels have been low. Incoming orders in this segment improved in the first half of fiscal 2000 to $166.9 million compared to $162.9 million in the first half of fiscal 1999, and $151.6 million in the second half of fiscal 1999. The improved orders are attributable to continued strength in the pharmaceutical market and some improvement in the wastewater treatment and specialty chemical markets. Backlog in this segment increased to $86 million at the end of the second quarter of fiscal 2000 from $71 million at August 31, 1999. The Energy Systems segment had sales of $20.4 million in the second quarter of fiscal 2000 compared to $15.2 million in fiscal 1999, an increase of 34.5%. This increase reflects the impact of higher crude oil prices. This increase in oil prices has spurred an increase in exploration and production activities. Incoming orders in this segment improved to $43.3 million in the first half of fiscal 2000, compared to $31.9 million in the first half of fiscal 1999, and $33.0 million in the second half of fiscal 1999. Backlog increased to $9 million at the end of the second quarter of fiscal 2000 from $3 million at August 31, 1999. The gross margin percentage increased from 33.4% to 35.3% for the quarter and from 33.7% to 34.5% year to date from the prior year periods. These increases are due to the higher sales volumes in the Energy Systems segment, which has higher margin products, and cost savings from the closure of the Company's Fairfield facility. Operating expenses in the second quarter increased from 22.5% to 23.4% or $1.0 million due to adjustments in variable pay expenses. Year to date operating expenses have been reduced; however, the decrease in sales has caused operating expenses as a percent of sales to increase slightly to 22.9% from 22.6%. As a result of cost savings from reduced employment levels and severance actions in 1999, the IBIT before amortization and other as a percentage of net sales in the Process Systems segment was 12.6% for the second quarters of fiscal 2000 and 1999 on a sales decline of $4.3 million, or 5.4%. The year to date IBIT before amortization and other in the Process Systems segment decreased slightly from 13.1% in fiscal 1999 to 13.0% in fiscal 2000 on a sales decline of $9.8 million or 6.1%. In the Energy Systems segment, the IBIT before amortization and other increased from 9.4% in the second quarter of fiscal 1999 to 18.0% in the second quarter of fiscal 2000. The year to date increase in IBIT before amortization and other is from 11.5% in fiscal 1999 to 17.0% in fiscal 2000. These increases are due to increased sales volumes and the cost savings from the closure of the Company's Fairfield facility. Other expense decreased by $4.4 million for the quarter and $3.9 million year to date from the prior year periods due to $4.6 million of plant closure and other termination costs primarily related to the closure and transfer of operations of the Fairfield, CA, manufacturing plant. Other expense in 1999 was also presented net of equity income of $.1 million and $.5 million for the second quarter and year to date, respectively. The equity income related to UGE and GMM, which are now consolidated. Interest expense is slightly lower for the quarter and on a year to date basis as cash flow from operations has been used to reduce average debt levels from the prior year. The effective tax rate is 36.0% for second quarter and year to date fiscal 2000 compared to 34% for second quarter and year to date fiscal 1999. The increase is from a higher proportion of taxable income in higher tax rate countries and some tax carryforward benefits utilized outside the U.S in fiscal 1999. 9 10 LIQUIDITY AND CAPITAL RESOURCES Cash uses in the first six months of fiscal 2000 were $9.1 million for capital expenditures, and $3.2 million to purchase Company stock and Convertible Subordinated Notes under the fiscal 2000 share buyback program . Cash generated from operations of $13.6 million funded these cash uses and also was used to reduce debt by $.3 million. Cash uses in the first six months of fiscal 1999 were $6.4 million for a loan to UPE, the Company's partner in the UGE joint venture, $3.4 million to purchase treasury stock under the Company's stock buy back program and $5.0 million for capital expenditures. Cash generated from operations of $20.6 million funded these cash uses and also was used to reduce debt by $3.7 million. The Company expects operating cash flow to be adequate for the remainder of fiscal year 2000 operating needs, scheduled debt service, shareholder dividends and other requirements. The major cash requirement for the remainder of fiscal 2000 is planned capital expenditures of approximately $11.3 million. Capital expenditures are related to additional production capacity, cost reductions and replacement items. The Company started a twelve month program in October 1999 to purchase up to 3%, or about 350,000 shares or share equivalents in Convertible Subordinated Notes. As of February 29, 2000, the Company has purchased 69,700 shares for $1.2 million and $2.3 million face value of Convertible Subordinated Notes (83,119 equivalent shares) for $2.0 million. MARKET RISK In its normal operations the Company has market risk exposure to foreign currency exchange rates and interest rates. There has been no significant change in the Company's exposure to these risks, which has been previously disclosed. YEAR 2000 The Company successfully implemented its plan to address the Year 2000 issue, as previously disclosed. The costs for resolving Year 2000 issues were approximately $1.6 million for fiscal 1998, and $1.8 million for fiscal 1999. Most of these costs were to replace existing software and hardware systems. Costs incurred in fiscal 2000 have been minimal. As of the date of this report the Company has tested all of its critical systems and suppliers and has not had any problems at any of its units. FORWARD-LOOKING STATEMENTS In addition to historical information, this Report contains various forward-looking statements and performance trends which are subject to certain risks and uncertainties that could cause actual results to differ materially from these statements and trends. Such factors include, but are not limited to, a significant decline in capital expenditure levels in the Company's served markets, a major decline in oil and gas prices, foreign exchange rate fluctuations, uncertainties surrounding the new Euro currency, continued availability of acceptable acquisition candidates and general economic conditions that can affect the demand in the process industries. Any forward-looking statements are made based on known events and circumstances at the time. The Company undertakes no obligation to update or publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this report. 10 11 PART II--OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS a) The annual meeting of Shareholders of Robbins & Myers, Inc., ("Company") was held on December 8, 1999. b) The Company's Board of Directors is divided into two classes, with one class of directors elected at each annual meeting of shareholders. At the Annual Meeting on December 8, 1999, the following persons were elected directors of the Company for a term of office expiring at the annual meeting of shareholders to be held in 2001: Robert J. Kegerreis, Ph.D, William D. Manning, Jr., Maynard H. Murch IV and John N. Taylor, Jr. The other directors whose terms of office continued after the Annual Meeting are Gerald L. Connelly, Daniel W. Duval, Thomas P. Loftis and Jerome F. Tartar. Mr. Duval subsequently resigned from the Company's Board of Directors effective December 31, 1999. c) At the Annual Meeting on December 8, 1999, three items were voted on by shareholders, namely: 1) The election of directors in which, as noted above, Kegerreis, Manning, Murch and Taylor were elected: Votes For Votes Withheld --------- -------------- Robert J. Kegerreis 9,867,946 60,429 William D. Manning, Jr. 9,890,268 38,107 Maynard H. Murch IV 9,888,825 39,550 John N. Taylor, Jr. 9,890,225 38,150 3) The Company's 1999 Long-Term Incentive Stock Plan was approved with 8,327,080 cast for approval, 839,223 against approval and 16,112 abstentions. 2) Appointment of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending August 31, 2000 was approved with 9,898,042 cast for approval, 19,771 against approval and 10,562 abstentions. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) See Index to Exhibits b) Reports on Form 8-K. During the quarter ended February 29, 2000, the Company did not file any reports on Form 8-K 11 12 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: APRIL 12, 2000 BY /S/ KEVIN J. BROWN ------------------------------ -------------------------------------- KEVIN J. BROWN VICE PRESIDENT, FINANCE & CFO (PRINCIPAL FINANCIAL OFFICER) DATE: APRIL 12, 2000 BY /S/ THOMAS J. SCHOCKMAN ------------------------------ -------------------------------------- THOMAS J. SCHOCKMAN CORPORATE CONTROLLER (PRINCIPAL ACCOUNTING OFFICER) 12 13 INDEX TO EXHIBITS ----------------- (27) FINANCIAL DATA SCHEDULE 27.1 Financial Data Schedule--3 months ended 2/29/00 * * Filed herewith 13 EX-27 2 EXHIBIT 27
5 1,000 6-MOS AUG-31-1999 SEP-01-1999 FEB-29-2000 9,354 0 76,333 (1,474) 59,063 159,245 202,762 (87,185) 499,712 84,342 186,838 0 0 27,479 0 499,712 189,265 189,265 124,009 124,009 47,483 0 6,556 11,217 4,044 6,497 0 0 0 6,497 0.59 0.57
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