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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): December 15, 2004

Robbins & Myers, Inc.

(Exact name of Registrant as specified in its charter)

Ohio	0-288	31-0424220
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)
1400 Kettering Tower, Dayton, OH		45423
(Address of principal executive offices)		(Zip code)

937-222-2610
(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 December 15, 2004, Robbins & Myers, Inc. issued a press release announcing its financial results for the first quarter of fiscal year 2005. The text of the release is attached as Exhibit 99.1 to this Form 8-K.

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:	December 16, 2004	By: /s/ Kevin J. Brown
		Kevin J. Brown Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release of Robbins & Myers, Inc. dated December 15, 2004

EX-99.1

Exhibit 99.1

Michael McAdams
Manager, Investor Relations
(937) 225-3335

ROBBINS & MYERS REPORTS
FIRST QUARTER FISCAL 2005 RESULTS

DAYTON, OHIO, December 15, 2004 . . . Robbins & Myers, Inc. (NYSE:RBN) announced today its financial results for first quarter of fiscal 2005, ended November 30, 2004. For the first quarter of fiscal 2005, the Company reported a loss per share of $0.18, including restructuring expenses of $0.22 per share, or income of $0.04 per share on a pre-restructuring basis.

Fiscal 2005 first quarter sales of $132.5 million were consistent with the first quarter of fiscal 2004. Foreign currency exchange rates, principally the euro, favorably impacted first quarter sales. On a constant dollar basis, sales declined $4.9 million in the current quarter when compared with the prior year first quarter. EBIT was negative $0.1 million in the first quarter of fiscal 2005 and was $7.2 million in the same period of fiscal 2004. Restructuring expenses of $5.0 million and reduced sales volume were reasons for the profit decline. The fiscal 2005 first quarter net loss was $2.5 million versus net income of $2.1 million in the comparable prior year period. The diluted loss per share was $0.18 in the first quarter of fiscal 2005 and diluted net income per share was $0.15 in the prior year’s first quarter.

Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc., stated, “Our performance for the quarter was substantially in line with expectations. During the quarter, we made significant progress on the previously announced restructuring of our Pharmaceutical segment. We closed two plants in Italy, transferred inventory and equipment to other Robbins & Myers operating facilities, exited a small unprofitable drive systems business located within our Pfaudler Germany facility, reduced

headcount by an additional 122 people, and have detailed plans to close one plant in Mexico by the end of this calendar year. These actions resulted in $5.0 million of restructuring expenses, primarily for severance, during the first quarter fiscal 2005. Cost savings of $0.9 million associated with the restructuring program in the first quarter will continue to grow throughout the 2005 fiscal year. Our current estimate of total restructuring expense for the fiscal 2005 year is now $7.7 million, or $0.33 per share, up from our previous estimate of $7.0 million primarily because of the strength of the euro.”

The Pharmaceutical segment experienced a currency adjusted sales decline of $10.7 million, or 13.7%. This segment has been in a two year slowdown due to ongoing consolidation in the pharmaceutical and chemical processing markets. The encouraging news is that first quarter 2005 orders are up both year over year and on a sequential basis. The backlog has improved as the Company enters the second quarter of fiscal 2005.

The Energy segment’s first quarter sales and EBIT were strong and increased by 21.0% and 24.8%, respectively, compared with the first quarter of the prior year. The outlook for the Energy segment remains positive due to the price of oil, drilling rig count and anticipated increases in maintenance capital spending during 2005.

First quarter fiscal 2005 revenue of the Industrial segment improved by 4.6% compared to prior year. EBIT was slightly lower than the prior year due to increases in health care costs and lower margins due to a higher volume of project business. Both orders and backlog in this segment remain about the same as in the first quarter of the prior year.

Mr. Wallace commented, “We will continue to remain focused on achieving the benefits of the restructuring program announced earlier. Our earnings guidance for the year of $1.00-$1.15 per share pre-restructuring remains unchanged. Earnings for the second quarter should be in the range of $0.13-$0.18 per share pre-restructuring.”

In this release the Company refers to various non-GAAP measures. Earnings and earnings per share excluding special items are non-GAAP financial measures. The Company believes these measures are helpful to investors in assessing the Company’s ongoing performance of its underlying businesses before the impact of special items on its financial performance. In addition, these non-GAAP measures provide a comparison to our previously announced earnings guidance which excluded these special items. Earnings and earnings per share before special items reconcile to earnings presented according to GAAP as follows:

	Three Months Ended
	November 30,		November 30,
(in thousands, except per share data)	2004			2003
Net (loss) income	$	(2,545	)		$	2,139
Plus special items, net of tax:
Inventory write-offs included in cost of sales		465				0
Pharmaceutical segment restructuring charges		2,662				0
Net Income before special items	$	582			$	2,139
Diluted earnings per share	$	(0.18	)		$	0.15
Plus special items:
Inventory write-offs included in cost of sales		0.03				0.00
Pharmaceutical segment restructuring charges		0.19				0.00
Diluted earnings per share before special items	$	0.04			$	0.15

Conference Call & Web Cast

Robbins & Myers, Inc. has scheduled a conference call and webcast for 11:00 a.m., EST on Thursday, December 16, 2004, to review the quarter results. Interested Investors should go to the Company’s website at www.robbinsmyers.com approximately ten minutes prior to the start of the call and follow the instructions to view the web cast presentation. Replays will be available at the website for 30 days and a telephonic replay

will be available for 24 hours beginning at 1:00 p.m. EST by dialing 800-642-1687 and entering ID # 2460392.

Robbins & Myers, Inc. is a leading global supplier of highly-engineered, application-critical equipment and systems to the global pharmaceutical, energy, and industrial markets. Headquartered in Dayton, Ohio the Company maintains manufacturing facilities in 15 countries.

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 events and 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, the impacts of Sarbanes-Oxley section 404 procedures, work stoppages related to union negotiations, customer order cancellations, the ability of the Company to comply with the financial covenants and other provisions of its financing arrangements, the ability of the Company to realize the benefits of its restructuring program in its Pharmaceutical Segment 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.

###END###

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

(in thousands)	November 30, 2004		August 31, 2004
ASSETS
Current Assets:
Cash and cash equivalents	$	11,083		$	8,640
Accounts receivable		124,284			128,571
Inventories		122,530			107,478
Other current assets		7,876			7,794
Deferred taxes		7,789			7,901
Assets held for sale		5,898			0
Total Current Assets		279,460			260,384
Goodwill & Other Intangible Assets		335,882			322,935
Other Assets		8,843			10,216
Property, Plant & Equipment		138,770			139,707
	$	762,955		$	733,242
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	56,153		$	61,540
Accrued expenses		93,649			93,035
Current portion of long-term debt		15,892			8,333
Total Current Liabilities		165,694			162,908
Long-Term Debt — Less Current Portion		181,675			173,369
Deferred Taxes		4,081			4,329
Other Long-Term Liabilities		93,440			89,524
Shareholders’ Equity		318,065			303,112
	$	762,955		$	733,242

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.

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

	Three Months Ended
	November 30,			November 30,
(in thousands, except per share data)	2004			2003
Sales	$	132,455		$	132,482
Cost of sales		90,748			89,016
Gross profit		41,707			43,466
SG&A expenses		36,970			35,660
Amortization expense		595			621
Other		4,225			0
Income before interest and income taxes		(83	)		7,185
Interest expense		3,539			3,698
(Loss) Income before income taxes and minority interest		(3,622	)		3,487
Income tax (benefit ) expense		(1,340	)		1,220
Minority interest		263			128
Net (loss) income	$	(2,545	)	$	2,139
Net (Loss) Income Per Share:
Basic	$	(0.18	)	$	0.15
Diluted	$	(0.18	)	$	0.15
Weighted Average Common Shares Outstanding:
Basic		14,532			14,441
Diluted		16,338			16,272
Orders	$	156,104		$	142,701
Backlog	$	137,703		$	121,593

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.

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

	Three Months Ended
	November 30,			November 30,
(in thousands)	2004			2003
Sales
Pharmaceutical	$	71,337		$	77,910
Industrial		31,293			29,922
Energy		29,825			24,650
Total	$	132,455		$	132,482
Income Before Interest and Income Taxes (EBIT)
Pharmaceutical	$	(5,818	)(1)	$	2,209
Industrial		2,001			2,205
Energy		7,280			5,832
Corporate and Eliminations		(3,546	)		(3,061	)
Total	$	(83	)	$	7,185
Depreciation and Amortization
Pharmaceutical	$	2,350		$	2,607
Industrial		1,096			1,262
Energy		1,261			1,337
Corporate and Eliminations		398			385
Total	$	5,105		$	5,591
Orders
Pharmaceutical	$	92,442		$	85,833
Industrial		29,925			30,580
Energy		33,737			26,288
Total	$	156,104		$	142,701
Backlog Pharmaceutical	$	106,855		$	94,698
Industrial		21,625			22,626
Energy		9,223			4,269
Total	$	137,703		$	121,593

(1) Includes $4,963,000 of costs related to the restructuring of our Romaco and Reactor Systems businesses.

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.