<PAGE> 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
<PAGE> 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
<PAGE> 3
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED INCOME STATEMENT
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
--------------------- ---------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
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
======== ======== ======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
3
<PAGE> 4
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
Feb. 29, Feb. 28,
-------- --------
2000 1999
-------- --------
<S> <C> <C>
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
======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
4
<PAGE> 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:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
-------- ------- -------- --------
2000 1999 2000 1999
-------- ------- -------- --------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
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
======= ====== ======= =======
</TABLE>
* --Effect is antidilutive, therefore excluded from computation
NOTE 3--OTHER EXPENSE
Other expense is as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
-------- ------- -------- --------
2000 1999 2000 1999
------- ------ ------- -------
(In thousands)
<S> <C> <C> <C> <C>
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
======= ====== ======= =======
</TABLE>
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
<PAGE> 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:
<TABLE>
<CAPTION>
(In thousands)
----------------
<S> <C>
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
========
</TABLE>
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
<PAGE> 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:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
-------- -------- -------- --------
2000 1999 2000 1999
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
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
======= ======= ======= =======
</TABLE>
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.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
-------- -------- -------- --------
2000 1999 2000 1999
-------- -------- -------- --------
(In thousands)
<S> <C> <C> <C> <C>
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
======= ======= ======== ========
</TABLE>
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
<PAGE> 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.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
--------- --------- --------- ---------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
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%
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
--------- --------- --------- ---------
2000 1999 2000 1999
--------- --------- --------- ---------
Segment (in thousands)
<S> <C> <C> <C> <C>
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)%
</TABLE>
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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 13
INDEX TO EXHIBITS
-----------------
(27) FINANCIAL DATA SCHEDULE
27.1 Financial Data Schedule--3 months ended 2/29/00 *
* Filed herewith
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> SEP-01-1999
<PERIOD-END> FEB-29-2000
<CASH> 9,354
<SECURITIES> 0
<RECEIVABLES> 76,333
<ALLOWANCES> (1,474)
<INVENTORY> 59,063
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<PP&E> 202,762
<DEPRECIATION> (87,185)
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0
0
<COMMON> 27,479
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<TOTAL-REVENUES> 189,265
<CGS> 124,009
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<EPS-BASIC> 0.59
<EPS-DILUTED> 0.57
</TABLE>
