<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended November 30, 1997 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 NOVEMBER 30, 1997:
10,994,374
1
<PAGE> 2
<TABLE>
<CAPTION>
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
($ in thousands) November 30, August 31,
1997 1997
---------------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $6,583 $10,304
Accounts receivable 69,449 60,668
Inventories:
Finished products 14,085 13,607
Work in process 15,543 17,708
Raw materials 20,060 19,174
---------------- -------------
49,688 50,489
Other current assets 9,068 8,867
---------------- -------------
Total Current Assets 134,788 130,328
Goodwill 124,505 125,231
Other Intangible Assets 19,604 19,744
Other Assets 4,517 4,282
Property, Plant and Equipment 147,459 142,956
Less accumulated depreciation 53,722 50,187
---------------- -------------
93,737 92,769
---------------- -------------
$377,151 $372,354
================ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $24,557 $28,254
Accrued expenses 48,254 50,384
Current portion long-term debt 3,098 4,085
---------------- -------------
Total Current Liabilities 75,909 82,723
Long-Term Debt 111,662 111,998
Other Long-Term Liabilities 54,283 53,158
Shareholders' Equity:
Common stock 31,280 29,809
Retained earnings 101,371 93,735
Equity adjustment for foreign currency translation 2,975 1,262
Equity adjustment to recognize minimum pension liability (329) (331)
---------------- -------------
135,297 124,475
---------------- -------------
$377,151 $372,354
================ =============
See Notes to Consolidated Condensed Financial Statements
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED INCOME STATEMENT
(In thousands except per share data)
(Unaudited) Three Months Ended
-------------------------------------------
November 30, November 30,
1997 1996
------------------- -------------------
<S> <C> <C>
Net sales $104,158 $93,822
Cost of sales 65,680 61,674
------------------- -------------------
Gross profit 38,478 32,148
Operating expenses 24,326 21,243
Other (income) expense (472) (352)
------------------- -------------------
Operating income 14,624 11,257
Interest expense 2,218 1,530
------------------- -------------------
Income before income taxes 12,406 9,727
Income taxes 4,218 3,210
------------------- -------------------
Net income $8,188 $6,517
=================== ===================
Income per share:
Primary $0.69 $0.58
=================== ===================
Assuming full dilution $0.62 $0.53
=================== ===================
Weighted average common shares outstanding:
Primary 11,836 11,236
=================== ===================
Assuming full dilution 14,285 13,151
=================== ===================
Dividends per share:
Declared $0.05000 $0.04375
=================== ===================
Paid $0.05000 $0.04375
=================== ===================
See Notes to Consolidated Condensed Financial Statements
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(In thousands) Three Months Ended
(Unaudited) ----------------------------------
November 30, November 30,
1997 1996
--------------- ---------------
<S> <C> <C>
Operating Activities:
Net income $ 8,188 $ 6,517
Effect of foreign currency translation 90 180
Adjustment required to reconcile net income
to net cash and cash equivalents provided (used) by operating activities:
Depreciation 3,459 2,787
Amortization 1,893 967
Other (22) (20)
Changes in operating assets and liabilities:
Accounts receivable (8,281) (7,957)
Inventories 1,201 2,012
Accounts payable (3,897) (2,498)
Accrued expenses (1,820) (5,204)
Other 438 (374)
--------------- ---------------
Net Cash and Cash Equivalents Provided (Used) by Operating Activities 1,249 (3,590)
Investing Activities:
Capital expenditures, net of nominal disposals (3,581) (5,081)
Financing Activities:
Proceeds of convertible debt issuance, net of underwriters' discount 0 62,950
Proceeds from revolving line of credit 0 32,176
Payments of long-term debt (1,323) (85,400)
Proceeds from sale of common stock 486 238
Debt issuance and organization costs incurred 0 (624)
Dividends paid (552) (473)
--------------- ---------------
Net Cash and Cash Equivalents (Used) Provided by Financing Activities (1,389) 8,867
--------------- ---------------
(Decrease) Increase in Cash and Cash Equivalents (3,721) 196
Cash and Cash Equivalents at Beginning of Period 10,304 7,121
--------------- ---------------
Cash and Cash Equivalents at End of Period $ 6,583 $ 7,317
=============== ===============
See Notes to Consolidated Condensed Financial Statements
</TABLE>
4
<PAGE> 5
ROBBINS & MYERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
November 30, 1997
(Unaudited)
NOTE A--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
November 30, 1997, and August 31, 1997, and the results of their operations and
cash flows for the three month periods ended November 30, 1997, and November 30,
1996. All intercompany transactions have been eliminated.
NOTE B--NET INCOME PER SHARE
Net income per share was calculated as disclosed in Exhibit 11.
NOTE C--NOTE C LONG-TERM DEBT
At November 30, 1997, the Company's debt consisted of the following:
<TABLE>
<CAPTION>
(In thousands)
<S> <C>
Senior debt $34,800
Senior subordinated debt 7,355
Note payable 3,500
6 1/2% Convertible Subordinated Notes 65,000
Other 4,105
------------------
Total debt 114,760
Less current portion 3,098
------------------
$111,662
==================
</TABLE>
In connection with the purchase of FCE (see Subsequent Events note), the Company
entered into an Amended and Restated Credit Agreement, dated November 25, 1997
("Amended Credit Agreement"). The Amended Credit 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. Except for
the pledge of the stock of the Company's U.S. subsidiaries and the stock of
certain non-U.S. subsidiaries, indebtedness under the Amended Credit Agreement
is unsecured. Certain restrictive covenants exist including limitations on cash
dividends and capital expenditures and minimum requirements for interest
coverage and leverage ratios.
The senior subordinated debt and note payable are at market interest rates. The
senior subordinated debt is due in annual installments through January 31, 2000
and the note payable is due in five annual installments beginning on February 3,
2002.
The Company has $65,000,000 of 6 1/2% Convertible Subordinated Notes Due 2003
("Notes"). The Notes are not common stock equivalents and do not impact primary
net income per share.
NOTE D--INCOME TAXES
The estimated annual effective tax rates were 34.0% and 33.0% for the first
quarter of fiscal 1998 and fiscal 1997, respectively. The increase in the
effective tax rate results from recent acquisitions with operations in countries
with higher effective tax rates.
5
<PAGE> 6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--CON'T
NOTE E--NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings per Share, which is required to be adopted at the first period
ending after December 31, 1997. At that time the Company will be required to
change the method currently used to compute income per share and to restate all
prior periods. Under the new requirements primary income per share is replaced
with basic income per share. Basic income per share excludes the dilutive effect
of stock options. Under the provisions of the new standard basic income per
share would be $.74 and $.61 for the first quarter of fiscal 1998 and fiscal
1997, respectively. Also, under the new requirements fully diluted income per
share is replaced with diluted income per share. There is no material difference
between diluted income per share and the fully diluted income per share reported
for the periods presented.
In June 1997, the Financial Accounting Standards Board issued Statement No. 130,
Reporting Comprehensive Income, and Statement No. 131, Disclosures about
Segments of an Enterprise and Related Information. These statements will not be
required to be adopted by the Company until its fiscal year 1999. The Company
has not yet determined the impact of these statements on the financial
statements of the Company.
NOTE F--SUBSEQUENT EVENTS
On December 5, 1997, the Company acquired all of the outstanding capital stock
of Technoglass S.p.A. ("Technoglass"). Technoglass, with annual sales of
approximately $10,000,000, supplies glass-lined reactor vessels and equipment
and is located near Venice, Italy.
On December 19, 1997, the Company acquired all of the outstanding capital stock
of Flow Control Equipment Inc. ("FCE") for $108,500,000 in cash (or
approximately $104,000,000 after application of available FCE cash) at closing.
This purchase price is subject to adjustment based on the balance sheet of FCE
to be prepared as of the closing date. FCE, with annual sales of approximately
$60,000,000, supplies a broad line of products for use in artificial lift
applications in the oil and gas exploration and production markets, including
rod guides, wellhead equipment and valves. FCE also supplies closures and valves
for gas transmission and distribution applications.
6
<PAGE> 7
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 as
a percent of net sales for the first quarter of fiscal 1998 and 1997.
<TABLE>
<CAPTION>
Three Months Ended
November 30,
--------------------------------------
1997 1996
--------------- ------------
<S> <C> <C>
Net sales 100.0 % 100.0 %
Cost of sales 63.1 65.7
--------------- ------------
Gross profit 36.9 34.3
Operating expenses 23.4 22.7
Other (income) expense (0.4) (0.4)
--------------- ------------
Operating income 14.0 12.0
Interest expense 2.0 1.6
--------------- ------------
Income before income taxes 11.9 10.4
Income taxes 4.0 3.5
--------------- ------------
Net income 7.9 % 6.9 %
=============== ============
</TABLE>
First quarter of fiscal 1998 and 1997
The Company purchased Process Supply, Inc., Spectrum Products, Inc.,
and the high shear mixer business of Greerco Corp. in February 1997 and
Industrie Tycon, S.p.A., in May 1997 ("Acquired Businesses"). The operations of
the Acquired Businesses are not included in the first quarter of 1997 and are
fully included in the first quarter of 1998.
Net sales for the first quarter of fiscal 1998 were $104.2 million
compared to $93.8 million, an increase of 11.1% over the same period of the
prior year. This increase in sales was primarily driven by sales from the
Acquired Businesses and strong market conditions for the Company's glass-lined
storage and reactor vessel products and oilfield products. These products are
primarily sold to the pharmaceutical, specialty chemical, and oil and gas
exploration and production markets, which are expected to remain strong at least
through fiscal 1998. Backlogs remain at a strong level of $107.3 million at
November 30, 1997.
The gross margin percentage increased from 34.3% to 36.9% due to higher
sales volume and higher margin projects for the base businesses, primarily
vessels and oilfield products. In addition, the combined gross margin for the
Acquired Businesses was higher than that of the base businesses.
Operating expenses increased as a percentage of sales from 22.7% to
23.4%. This increase was due to the increased operating costs from the
establishment of a direct sales force in Canada for the Company's oilfield
products and the establishment of the Company's joint venture in China.
Interest expense increased from $1.5 million in the first quarter of
fiscal 1997 to $2.2 million in the first quarter of fiscal 1998. This was due to
higher average debt levels related to the acquisition costs of the Acquired
Businesses.
The effective tax rate has increased from 33.0% in the first quarter of
fiscal 1997 to 34.0 % in the first quarter of fiscal 1998. This increase was due
to the acquisition of Industrie Tycon, S.p.A., an Italian company. The effective
tax rate is higher in Italy than in the U.S. and results in a higher effective
tax rate for the Company as whole.
7
<PAGE> 8
PART I--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-- CON'T
Net income increased to $8.2 million, $.62 per share, fully diluted, in
the first quarter of fiscal 1998 from $6.5 million, $.53 per share, fully
diluted, in the first quarter of fiscal 1997. These increases of 26.2% and
17.0%, respectively, were the result of the contribution of the Acquired
Businesses and higher sales volume from the base businesses. These contributions
were partially offset by the higher interest cost related to the cost of the
acquisitions and the higher effective tax rate.
LIQUIDITY AND CAPITAL RESOURCES
Cash uses in the first quarter of 1998 were $4.1 million for capital
expenditures and dividends and were primarily funded from operations and a
reduction in cash balances. In addition, the Company was able to reduce its line
of credit borrowings by $1.3 million.
Cash uses in the first quarter of 1997 were $9.7 million and were
funded by net debt borrowings. Primary requirements were working capital and
capital expenditures.
The Company expects operating cash flow to be adequate for the
remainder of fiscal year 1998's operating needs, including scheduled debt
service and shareholder dividend requirements. The major cash requirement for
the remainder of fiscal 1998 is planned capital expenditures of approximately
$20.0 million. Capital expenditures are related to additional production
capacity, cost reductions and replacement items.
The Company's significant foreign operations have the local currency as
their functional currency. The non-U.S. operations primarily buy and sell within
the same country which mitigates the impact of currency fluctuations on
operations. To the extent that significant transactions are completed in a
different currency, the Company hedges its risk to future currency fluctuations
through foreign currency forward contracts with major financial institutions.
Currency translation rate changes had an immaterial effect on the first quarter
of fiscal 1998 and 1997.
At December 31, 1997, after the acquisitions of Technoglass on December
5, 1997, and FCE on December 19, 1997, the Company had approximately $26.0
million available under its Amended Credit Agreement which management believes
is adequate to meet its needs.
8
<PAGE> 9
PART II--OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) See Index to Exhibits
b) Reports on Form 8-K. During the quarter ended
November 30, 1997, the Company did not file any
reports on Form 8-K .
9
<PAGE> 10
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: JANUARY 13, 1998 BY /S/ STEPHEN R. LEY
------------------------- ------------------------------------
STEPHEN R. LEY
VICE PRESIDENT & CFO
(PRINCIPAL FINANCIAL OFFICER)
DATE: JANUARY 13, 1998 BY /S/ KEVIN J. BROWN
------------------------- ------------------------------------
KEVIN J. BROWN
CORPORATE CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)
10
<PAGE> 11
INDEX TO EXHIBITS
(10) MATERIAL CONTRACTS:
10.1 Robbins & Myers, Inc. Executive Supplemental
Retirement Plan dated July 15, 1997 *
(11) STATEMENT RE: EARNINGS PER SHARE:
11.1 Computation of Earnings per Share *
(27) FINANCIAL DATA SCHEDULE *
- ------------
"*" Filed herewith
11
<PAGE> 1
Exhibit 10.1
ROBBINS & MYERS, INC.
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
--------------------------------------
In consideration of their continued employment, ROBBINS & MYERS,
INC. (the "Company") agrees to provide each Executive a supplemental retirement
benefit under the terms described below.
The Company expressly intends that this program constitute an
unfunded, nonqualified program of deferred compensation for specified key
management employees as described in the Employee Retirement Income Security Act
of 1974, as amended.
SECTION 1. DEFINITIONS.
Unless defined below, each term used in this plan will have the meaning given to
it in the Robbins & Myers, Inc. Pension Plan in effect on the date of reference.
(a) BENEFICIARY means the person, persons or entity which the
Executive designates to receive death benefits under this Agreement in
the form and manner approved by the Committee. A designation of a
Beneficiary may be revoked or amended at any time in a similar manner.
If there is no effective designation, an Executive's Beneficiary will
be the person entitled to receive his death benefits under the
Qualified Plan or, if there is no such person, his estate.
12
<PAGE> 2
(b) BOARD OF DIRECTORS means the Company's board of directors.
(c) COMMITTEE means the compensation committee of the Board
of Directors.
(d) EXECUTIVE means each "Eligible Employee" (as defined in
the Qualified Plan) who is a key management employee of the Company or
an affiliate and who has been designated by the President and Chief
Executive Officer of the Company as a participant in the Plan.
(e) PLAN means the Robbins & Myers, Inc. Executive
Supplemental Retirement Plan.
(f) QUALIFIED PLAN means the Robbins & Myers, Inc. Pension
Plan, sometimes referred to below as the "Pension Plan," a
tax-qualified employee defined benefit pension plan sponsored by the
Company, of which the Executive is or has been a member.
(g) SUPPLEMENTAL PENSION means the payments under this
Agreement.
SECTION 2. SUPPLEMENTAL PENSION.
(a) NORMAL RETIREMENT. If the Executive severs from Service on
or after his Normal Retirement Date, the Company will pay to him a
monthly benefit for his life only equal to the benefit calculated under
the Qualified Plan in which the Executive is actively accruing benefits
on the date he severs from Service with the Company (or would be
accruing benefits but for
13
<PAGE> 3
section 415 of the Internal Revenue Code of 1986, as
amended ("Code")) as provided in Section 4.1(a) of the
Pension Plan (as modified in Exhibit A) without regard
to:
(i) the limitation imposed on compensation under the
Qualified Plan by sections 401(a)(17) or 416(d) of the
Internal Revenue Code of 1986, as amended (the "Code"); or
(ii) the limitation imposed on benefits under the
Qualified Plan by section 415 of the Code reduced by the sum
of benefits payable under the Qualified Plan. Once earned, a
benefit may not be changed without prior consent of the
Executive and the Board of Directors.
(b) EARLY RETIREMENT. If the Executive severs from Service on
or after his Early Retirement Date, the Company will pay him a monthly
benefit for his life only calculated under Section 2(a) and reduced as
provided in the Qualified Plan if benefits begin before the Executive's
Normal Retirement Date; provided, however, that if the Compensation
Committee of the Board of Directors of the Company so determines in its
sole and absolute discretion, with respect to an Executive who severs
from Service on or after his 62nd birthday with at least 8 years of
Vesting Service, the
14
<PAGE> 4
benefit payable under this Plan shall be calculated in the manner
described in paragraph (a) above.
(c) DISABILITY. If the Executive becomes Disabled before
severing from Service, he will receive a monthly calculated under
Section 2(a) as if he had continued to receive compensation at the rate
paid on his date of disability and continued to earn Credited Service
from his date of disability until the date benefits begin or the
earlier of the date the Committee consents to the payment of benefits
or his Normal Retirement Date.
(d) DEATH. If the Executive dies before severing from Service,
his Beneficiary will receive in a single lump sum payment the actuarial
equivalent of the benefit which would have been payable to the
Executive if he had reached his Normal Retirement Date on the day
before his death, reduced by the value of any death benefit payable
under the Qualified Plan.
(e) TERMINATION FOR OTHER REASONS. If the Executive severs
from Service for any other reason before his Early Retirement Date and
before he has earned a nonforfeitable right to 100% of his benefits
under the Qualified Plan, he will irrevocably forfeit all benefits
under this program. If the Executive severs from Service for any reason
other than those described in paragraphs (a) through (d), after he has
earned a nonforfeitable right to 100% of his benefits
15
<PAGE> 5
under the Qualified Plan, he will receive the benefit described in
paragraph (a), commencing on his Normal Retirement Date.
The benefit payable under this supplemental retirement plan will be
calculated as a lump sum (using the applicable assumptions from the Pension
Plan) as if that benefit and the retirement benefit payable under the Qualified
Plan begin at the same time. If the Executive elects another form of payment
under the Pension Plan, the benefit under this Plan shall be converted to that
form using the appropriate assumptions set forth in the Pension Plan. Benefits
from the Qualified Plan will be calculated under the terms of the Qualified Plan
in effect as of the date of calculation, ignoring any division of benefits under
the Qualified Plan pursuant to a Qualified Domestic Relations Order (as defined
in the Qualified Plan).
SECTION 3. RISK OF FORFEITURE. If the Executive, without the express
prior written consent of the Company, directly or indirectly, individually or as
an agent, officer, director, employee, consultant, shareholder, or partner
engages in any business or enterprise which is in competition with the Company
during the time of the Executive's employment with the Company or any of its
affiliates or at any time thereafter, all benefits accrued under this
supplemental retirement plan will be forfeited permanently and payment of
benefits, if begun, will stop.
16
<PAGE> 6
As used in this Section, (i) the words "Competition with the Company"
include competition with any subsidiary or affiliate of the Company, or their
successors or assigns, or the business of any of them, and (ii) a business or
enterprise will be in Competition with the Company if it is engaged, in any
state in the United States in which the Company's products are then marketed or
in any foreign country in which the Company's products are then marketed, in
manufacturing, designing, engineering, assembling or distributing pumps, oil
field power sections, industrial mixers and agitators, glass-lined reactor and
storage vessels, and valves. However, this section will not prevent the
Executive from (i) being employed by or serving as an officer of or consultant
to any subsidiary or division of a business or enterprise in Competition with
the Company if that subsidiary or division is not itself in Competition with the
Company; or (ii) purchasing or holding for investment less than 2% of the shares
of any corporation regularly traded either on a national securities exchange or
in the over-the-counter market.
The Executive also will forfeit any benefits accrued under this
supplemental retirement plan and payment of benefits, if begun, will stop if the
Executive, without the express prior written consent of the Company, discloses,
misappropriates, or makes available to anyone outside the Company at any time,
either during the Executive's
17
<PAGE> 7
employment with the Company or any of its affiliates or subsequent to
termination of employment, any trade secrets or confidential information
belonging to the Company or any of its affiliates. As used in this Section,
"confidential information" includes, but is not limited to, business systems,
methods, policies, procedures, manuals, promotional materials, price lists,
pricing policies, order forms, contracts, agreements, invoices, receipts,
messages, memoranda, circulars, bulletins, sales records for any assigned
territory, sale and delivery schedules, customer lists, customer files, customer
credit terms and information, any records regarding the solicitation of orders,
past, present or prospective orders or customers for the products and product
knowledge belonging to the Company or any of its affiliates (that is, the manner
in which products are made, purchased, prepared and used) to the extent that any
of these items are used by the Company or any of its affiliates in this business
and which become known to the Executive by reason of his or her employment or
otherwise.
SECTION 4. ADMINISTRATION. The Committee is responsible for the general
interpretation and administration of this Agreement and the carrying out of its
provisions, and has all rights and powers required in that connection.
SECTION 5. TITLE TO FUNDS. The Executive's rights
18
<PAGE> 8
under this Agreement are not funded or secured by any fund, trust or other
property. Benefits will be paid by the Company to the Executive or to his
Beneficiary when due, out of its general assets, which are subject to the rights
of the general creditors of the Company.
SECTION 6. GENERAL PROVISIONS.
(a) NON-ALIENATION OF BENEFITS. No benefit payable under this
Agreement and no right or privilege under this Agreement may be
anticipated, alienated, sold, transferred, signed, pledged, garnished,
encumbered or charged by the Executive, and any attempt to do so will
be void.
(b) AMENDMENT; TERMINATION. No modification or amendment of
any provision of this Agreement will be effective unless made in
writing and signed by both parties. When an Executive severs from
Service, he will cease to earn additional benefits under this program,
except as provided in paragraph 2(c). If the Executive is reemployed
after severing from Service (whether or not he incurs a
Break-in-Service as defined in the Qualified Plan), he may earn
benefits attributable to his subsequent period of employment only if
the Committee again extends this program to him.
(c) NON-DUPLICATION. No Executive may receive a benefit under
this Plan if he receives a benefit under
19
<PAGE> 9
the Robbins & Myers, Inc. Executive Supplemental Pension Program.
(d) SUCCESSOR; BINDING AGREEMENT. This Agreement and the
obligations hereunder are binding on the Company and its successors and
assigns. In the case of a merger, consolidation, sale of all or
substantially all of its assets, liquidation or other reorganization of
the Company under circumstances in which a successor person, firm or
company (a) continues all or a substantial part of the Company's
business and (b) employs a substantial number of the Company's
employees, the successor will be substituted for the Company under this
Agreement. The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by
agreement in form and substance reasonably satisfactory to Executive,
to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to
perform it if no such succession had taken place.
(e) ARBITRATION. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, will be settled by
arbitration in Dayton, Ohio, in accordance with the Rules of the
American Arbitration Association, and judgment upon the
20
<PAGE> 10
award rendered by the Arbitrator(s) may be entered in any court having
jurisdiction thereof.
(f) APPLICABLE LAW. This Agreement will be governed by and
construed in accordance with the laws of the State of Ohio and the
United States of America.
(g) PROGRAM NOT A CONTRACT OF EMPLOYMENT. Neither the adopting
of this supplemental pension program nor the payment of any benefit
gives any legal or equitable right to any person against the Company,
any affiliate of the Company or their officers or employees except as
provided in this document. Participation in the program does not give
any Executive any right to continued employment.
IN WITNESS WHEREOF, Robbins & Myers, Inc. has executed this document
this 15 day of JULY 1996.
ROBBINS & MYERS, INC.
By: /s/ Daniel W. Duval
------------------------
Title: President and CEO
---------------------
21
<PAGE> 11
AGREEMENT OF EXECUTIVE
The undersigned hereby agrees to be designated as an Executive
participating in the foregoing Robbins & Myers, Inc. Executive Supplemental
Retirement Plan and to be bound by the terms and provision of said Program.
_________________________________
Executive
Date:
___________________________
22
<PAGE> 1
ROBBINS & MYERS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
EXHIBIT 11.1
(In thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------------
November 30, November 30,
1997 1996
----------------- -----------------
<S> <C> <C>
Primary Income per Share:
Net income $8,188 $6,517
================= =================
Average shares outstanding 10,966 10,685
Effect of dilutive options and restricted stock based on
treasury stock method 870 551
----------------- -----------------
Total 11,836 11,236
================= =================
Net income per share $0.69 $0.58
================= =================
Fully Diluted Income per Share:
Net income $8,188 $6,517
After tax interest add-back for convertible debt from issuance 634 475
----------------- -----------------
Net income attributable to fully diluted shares $8,822 $6,992
================= =================
Average shares outstanding 10,966 10,685
Shares issuable upon conversion of convertible debt, adjusted
for portion of period outstanding 2,385 1,782
Effect of dilutive options and restricted stock based on
treasury stock method 934 684
----------------- -----------------
Total 14,285 13,151
================= =================
Net income per share $0.62 $0.53
================= =================
</TABLE>
23
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> NOV-30-1997
<CASH> 6,583
<SECURITIES> 0
<RECEIVABLES> 70,545
<ALLOWANCES> 1,096
<INVENTORY> 49,688
<CURRENT-ASSETS> 134,788
<PP&E> 147,459
<DEPRECIATION> 53,722
<TOTAL-ASSETS> 377,151
<CURRENT-LIABILITIES> 75,909
<BONDS> 111,662
0
0
<COMMON> 31,280
<OTHER-SE> 104,017
<TOTAL-LIABILITY-AND-EQUITY> 377,151
<SALES> 104,158
<TOTAL-REVENUES> 104,158
<CGS> 65,680
<TOTAL-COSTS> 65,680
<OTHER-EXPENSES> 23,854
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,218
<INCOME-PRETAX> 12,406
<INCOME-TAX> 4,218
<INCOME-CONTINUING> 8,188
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,188
<EPS-PRIMARY> .69
<EPS-DILUTED> .62
</TABLE>
