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): June 28, 2006

Robbins & Myers, Inc.

(Exact name of Registrant as specified in its charter)

Ohio	0-288	31-0424220
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer 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 June 28, 2006, Robbins & Myers, Inc. issued a press release announcing its financial results for the third quarter and first nine months of fiscal 2006. 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: June 29, 2006	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 June 28, 2006

EX-99.1

Exhibit 99.1

ROBBINS & MYERS REPORTS
THIRD QUARTER FISCAL 2006 RESULTS

DAYTON, OHIO, June 28, 2006 . . . Robbins & Myers, Inc. (NYSE:RBN) announced today its financial results for the third quarter of fiscal 2006, ended May 31, 2006. For the third quarter of fiscal 2006, the Company reported a diluted net loss per share of $0.01, which included special items totalling $0.33 per share relating to goodwill impairment, facility dispositions and restructuring expenses. Before these special items, diluted net income was $0.32 per share.

Fiscal 2006 third quarter sales of $153.2 million were $4.4 million lower than in the third quarter of fiscal 2005. Sales declined from the prior year quarter primarily because the prior year quarter included $10.5 in sales for the Hapa, Laetus, and Edlon Lined Pipe businesses that were sold after last year’s third quarter.

Earnings before interest and taxes (“EBIT”) were $6.2 million in the third quarter of fiscal 2006 and $7.7 million in the same period of fiscal 2005. The fiscal 2006 third quarter net loss was $0.1 million versus net income of $0.2 million in the comparable prior year period. The loss in the current quarter is due to a non-cash goodwill impairment charge of $9.2 million related to the finalization of the value of the Romaco segment, $1.6 million additional loss on the disposal of a manufacturing facility in the Process Solutions segment and $2.0 million in additional restructuring charges. Results were favorably affected by higher sales volumes in the Fluid Management segment and the gain on the disposal of the Hapa and Laetus business units. The diluted loss per share was $0.01 in the third quarter of fiscal 2006 and compares with net income of $0.02 per share in the comparable prior year period.

For the nine months ended May 31, 2006, sales increased to $442.2 million, an increase of $6.5 million over the same period in fiscal 2005. EBIT for the nine months of fiscal 2006 was adversely affected by a $39.2 million non-cash goodwill impairment charge taken in fiscal 2006. This resulted in EBIT for the nine months of fiscal 2006 being a negative $11.6 million and $25.1 million lower than in the first nine months of fiscal 2005. For the first nine months of 2006, the Company reported a loss per share of $1.94, which included the impact of dispositions, restructuring and impairment costs of $2.53 per share, or income per share of $0.59 before these special items.

Fluid Management. Fluid Management segment third quarter 2006 sales of $61.7 million and EBIT of $12.7 million increased by 19.1% and 23.8%, respectively, compared with the third quarter of the prior year. For the nine months, sales increased by 19.4% and EBIT increased 28.4%. The outlook for the Fluid Management segment remains positive due to the strong demand from oil and gas exploration and recovery markets, the price of oil, drilling rig count, improved chemical processing and general industrial market activity. Orders continue to be strong and are 27.1% higher than last year’s third quarter and 21.2% higher for the nine months of fiscal 2006 over the comparable period of the prior year.

Process Solutions. Third quarter fiscal 2006 sales of $57.1 million for the Process Solutions segment were 9.0% or $5.6 million lower than in the prior year period. Approximately $2.5 million of the decline relates to the sale of the Edlon Lined Pipe business in August 2005. The remaining decline is due to lower glass lined reactor sales, principally in the U.S. and Europe. EBIT in the third quarter of fiscal 2006 was $2.7 million lower than in the prior year period due to restructuring and dispositions costs being $3.1 million higher than last year. For the nine months, fiscal 2006 sales were $164.2 million, down 7.1% or $12.5 million from the same period last year, with approximately $7.5 million of the decline attributable to the sale of the Edlon Lined Pipe business. The Process Solutions segment had EBIT of $2.7 million for the nine months of fiscal 2006 compared with $3.4 million in the comparable prior year period. EBIT for the nine months was negatively impacted by lower sales volume and higher special item costs of $0.5 million and lease remediation costs at certain facilities of $0.4 million. These were partially offset by cost savings from restructuring activities and from the gain on the sale of land and buildings in China. Order rates improved in the third quarter of fiscal 2006 and are 27.4% higher than in the comparable prior year period.

Romaco. The Romaco segment sales of $34.4 million for the third quarter 2006 declined by $8.6 million from the prior year. Approximately $8.0 million of this sales reduction relates to the sale of the Hapa and Laetus product lines of Romaco on March 31, 2006. EBIT was negative $1.4 million in the third quarter 2006 compared with negative $1.4 million in the third quarter 2005. Included in the third quarter 2006 EBIT are goodwill impairment charges of $9.2 million, restructuring charges of $0.1 million, and a gain of $7.5 million on disposal of businesses. For the nine months of fiscal 2006, the Romaco segment had sales $106.1 million compared with $114.9 million in the

same period in 2005. Order rates for the third quarter are up 9.7% over the prior year third quarter period, even though the current period did not include the Hapa and Laetus businesses.

Peter C. Wallace, President and Chief Executive Officer of Robbins & Myers, Inc., stated, “We are encouraged by the improvements being made in all of our business segments. The Fluid Management segment continues to deliver solid increases in sales and earnings. We anticipate this trend will continue throughout fiscal 2006 driven by worldwide demand for energy. The Process Solutions and Romaco segments have both improved their incoming order rate and have begun to benefit from the restructuring activity of the past year and a half. We will continue the efforts aimed at reducing complexity, sharing common resources, and leveraging our strength in target markets.

The non-cash goodwill impairment charge masks many of the positive improvements we have made in the last two years. We have trimmed our portfolio, reduced our manufacturing footprint, and have embraced lean as a way to transform the Company. Several of our key end markets are improving, and we are now better positioned to profitably grow our business.

Our performance in the quarter was better than our earlier guidance. As we look to the balance of the year, we expect to see continued strength in Fluid Management, continued improvement in Process Solutions and additional benefits from restructuring the Romaco business. Based on this outlook, our earnings guidance for fiscal 2006 is $0.95 to $1.00 per share before special items. Earnings for the fourth quarter of fiscal 2006 should be in the range of $0.36 to $0.41 per share before special items.”

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					Nine Months Ended
	May 31,			May 31,		May 31,			May 31,
(in thousands, except per share data)	2006			2005		2006			2005
Net (loss) income		($75	)	$	223		($28,607	)		($597	)
Plus special items, net of tax:
Inventory write-offs included in cost of sales		0			0		233			192
Process Solutions segment restructuring charges and facility dispositions		2,922			616		3,471			2,227
Romaco segment restructuring charges and business dispositions		(7,229	)		1,417		(5,577	)		2,455
Goodwill impairment charge		9,174			0		39,174			0
Net Income before special items	$	4,792		$	2,256	$	8,694		$	4,277
Diluted net (loss) income per share		($0.01	)	$	0.02		($1.94	)		($0.04	)
Plus special items:
Inventory write-offs included in cost of sales		0.00			0.00		0.01			0.01
Process Solutions segment restructuring charges and facility dispositions		0.20			0.04		0.24			0.15
Romaco segment restructuring charges and business dispositions		(0.49	)		0.09		(0.38	)		0.17
Goodwill impairment charge		0.62			0.00		2.66			0.00
Diluted earnings per share before special items	$	0.32		$	0.15	$	0.59		$	0.29

Conference Call & Web Cast

Robbins & Myers, Inc. has scheduled a conference call and webcast for 11:00 a.m., EDT on Thursday, June 29, 2006, to review the third quarter 2006 results. Interested persons 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 and a telephonic replay will be available for one week beginning at 1:00 p.m. EDT June 29 by dialing 888-286-8010 in the U.S. and entering ID # 93856261.

Robbins & Myers, Inc. is a leading global supplier of highly-engineered, application-critical equipment and systems to the global energy, industrial and pharmaceutical 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 the specialty chemical and pharmaceutical industries, a major decline in oil and natural gas prices, foreign exchange rate fluctuations, the impact of Sarbanes-Oxley section 404 procedures, work stoppages related to union negotiations, customer order cancellations, the ability of the Company to realize the benefits of its restructuring program in its Romaco and Process Solutions segments, including the receipt of cash proceeds from the sale of excess facilities and Romaco units, 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.

Contact:

Michael J. McAdams
Treasurer & Manager, Investor Relations
(937) 225-3335

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

(in thousands)	May 31, 2006		August 31, 2005
ASSETS
Current Assets:
Cash and cash equivalents	$	16,379	$	23,043
Accounts receivable		114,033		128,676
Inventories		106,069		102,652
Other current assets		7,143		7,121
Deferred taxes		10,499		10,216
Total Current Assets		254,123		271,708
Goodwill & Other Intangible Assets		282,449		324,208
Other Assets		14,085		13,807
Property, Plant & Equipment		128,187		130,612
	$	678,844	$	740,335
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	53,867	$	67,183
Accrued expenses		94,848		97,090
Current portion of long-term debt		3,233		8,616
Total Current Liabilities		151,948		172,889
Long-Term Debt — Less Current Portion		145,293		166,792
Deferred Taxes		1,743		3,721
Other Long-Term Liabilities		97,436		96,088
Shareholders’ Equity		282,424		300,845
	$	678,844	$	740,335

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					Nine Months Ended
	May 31,			May 31,		May 31,			May 31,
(in thousands, except per share data)	2006			2005		2006			2005
Sales	$	153,243		$	157,584	$	442,199		$	435,669
Cost of sales		100,438			105,948		292,823			294,361
Gross profit		52,805			51,636		149,376			141,308
SG&A expenses		40,779			42,332		122,718			119,221
Amortization expense		625			669		1,766			1,873
Goodwill impairment charge		9,174			0		39,174			0
Other		(3,947	)		944		(2,707	)		6,743
Income before interest and income taxes		6,174			7,691		(11,575	)		13,471
Interest expense		3,125			3,599		10,324			10,827
Income before income taxes and minority interest		3,049			4,092		(21,899	)		2,644
Income tax expense		2,846			3,405		5,365			2,200
Minority interest		278			464		1,343			1,041
Net (loss) income		($75	)	$	223		($28,607	)		($597	)
Net (loss) income per share:
Basic		($0.01	)	$	0.02		($1.94	)		($0.04	)
Diluted		($0.01	)	$	0.02		($1.94	)		($0.04	)
Weighted Average Common Shares Outstanding:
Basic		14,784			14,650		14,743			14,590
Diluted		16,592			16,472		16,541			16,413
Orders	$	180,923		$	147,704	$	494,159		$	454,613
Backlog	$	162,972		$	132,999	$	162,972		$	132,999

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								Nine Months Ended
	May 31,				May 31,				May 31,				May 31,
(in thousands)	2006				2005				2006				2005
Sales
Fluid Management	$	61,675			$	51,767			$	171,934			$	144,040
Process Solutions		57,138				62,765				164,172				176,711
Romaco		34,430				43,052				106,093				114,918
Total	$	153,243			$	157,584			$	442,199			$	435,669
Income Before Interest and Income Taxes (EBIT)
Fluid Management	$	12,701			$	10,260			$	36,886			$	28,718
Process Solutions		(617	)	(1)		2,145		(1)		2,690		(1)		3,381	(1)
Romaco		(1,388	)	(2)		(1,407	)	(2)		(37,457	)	(2)		(8,359	)(2)
Corporate and Eliminations		(4,522	)			(3,307	)			(13,694	)			(10,269	)
Total	$	6,174			$	7,691				($11,575	)		$	13,471
Depreciation and Amortization
Fluid Management	$	1,802			$	2,113			$	5,356			$	5,714
Process Solutions		1,691				1,952				5,047				5,698
Romaco		731				801				2,228				2,678
Corporate and Eliminations		422				400				1,205				1,192
Total	$	4,646			$	5,266			$	13,836			$	15,282
Orders
Fluid Management	$	65,585			$	51,591			$	179,333			$	147,991
Process Solutions		71,505				56,146				191,515				179,618
Romaco		43,833				39,967				123,311				127,004
Total	$	180,923			$	147,704			$	494,159			$	454,613
Backlog
Fluid Management	$	29,013			$	18,676			$	29,013			$	18,676
Process Solutions		84,455				64,455				84,455				64,455
Romaco		49,504				49,868				49,504				49,868
Total	$	162,972			$	132,999			$	162,972			$	132,999

(1)	Includes costs of $3,516,000 and $375,000 in the quarters ending May 31, 2006 and 2005, respectively, related to restructuring of our Process Solutions businesses and disposition of an Edlon facility. The costs of these items included in the nine month periods ended May 31, 2006 and 2005 were $4,638,000 and $4,177,000, respectively. The nine month period ended May 31, 2006 also includes a gain of $1,800,000 related to the sale of land and buildings in China, and $385,000 of costs expected to be incurred at the conclusion of a facility lease.
(2)	The quarter ending May 31, 2006 includes the impact of business restructuring costs and a gain on the disposal of businesses that net to a positive $7,463,000. The quarter ended May 31, 2005 includes costs of $862,000 related to restructuring of our Romaco businesses. The net impact of the Romaco restructuring costs and gain on the disposal of businesses included in the nine month period ended May 31, 2006 was a positive $5,560,000 while the restructuring costs included in the nine month period ended May 31, 2005 were $3,597,000. The three month period ended May 31, 2006 also includes a $9,174,000 goodwill impairment charge, while the goodwill impairment charge included in the nine month period ended May 31, 2006 is $39,174,000.
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.