Robbins & Myers 10-Q 2007 Q2 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period EndedFebruary 28, 2007

File Number0-288

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. YESþ NOo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filero          Accelerated filerþ          Non-accelerated filero

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2) YESo NOþ

Common shares, without par value, outstanding as of February 28, 2007: 17,087,633

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

	February 28,		August 31,
	2007		2006
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	40,051	$	48,365
Accounts receivable		144,310		124,569
Inventories:
Finished products		30,160		28,300
Work in process		39,103		31,850
Raw materials		40,878		34,840
		110,141		94,990
Other current assets		7,576		6,260
Deferred taxes		10,177		9,937
Total Current Assets		312,255		284,121
Goodwill		264,295		262,327
Other Intangible Assets		10,813		11,507
Other Assets		14,477		14,381
Property, Plant and Equipment		276,086		271,030
Less accumulated depreciation		149,024		144,000
		127,062		127,030
TOTAL ASSETS	$	728,902	$	699,366
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	64,184	$	62,749
Accrued expenses		102,336		102,327
Current portion of long-term debt		4,290		744
Total Current Liabilities		170,810		165,820
Long-Term Debt—Less Current Portion		103,282		104,787
Deferred Taxes		556		2,320
Other Long-Term Liabilities		75,030		75,324
Minority Interest		11,861		11,693
Shareholders’ Equity
Common stock		167,739		157,518
Retained earnings		187,606		171,096
Accumulated other comprehensive income		12,018		10,808
Total Shareholders’ Equity		367,363		339,422
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	728,902	$	699,366

See Notes to Consolidated Condensed Financial Statements

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ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

	Three Months Ended				Six Months Ended
	February 28,				February 28,
	2007		2006		2007			2006
Net sales	$	162,498	$	149,997	$	316,931		$	288,956
Cost of sales		107,649		100,168		208,219			192,385
Gross profit		54,849		49,829		108,712			96,571
SG&A expenses		36,866		41,195		75,582			81,939
Amortization expense		329		702		752			1,141
Goodwill impairment charge		0		0		0			30,000
Other		1,860		422		(2,579	)		1,240
Income (loss) before interest and income taxes		15,794		7,510		34,957			(17,749	)
Interest expense		1,345		3,676		2,885			7,199
Income (loss) before income taxes and minority interest		14,449		3,834		32,072			(24,948	)
Income tax expense		6,288		1,832		12,951			2,519
Minority interest		229		800		576			1,065
Net income (loss)	$	7,932	$	1,202	$	18,545		$	(28,532	)
Net income (loss) per share:
Basic	$	0.47	$	0.08	$	1.09		$	(1.94	)
Diluted	$	0.46	$	0.08	$	1.09		$	(1.94	)
Dividends per share:
Declared	$	0.065	$	0.055	$	0.12		$	0.11
Paid	$	0.065	$	0.055	$	0.12		$	0.11

See Notes to Consolidated Condensed Financial Statements

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ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)

	Six Months Ended
	February 28,
	2007			2006
Operating Activities:
Net income (loss)	$	18,545		$	(28,532	)
Adjustments to reconcile net income (loss) to net cash and cash equivalents used by operating activities:
Depreciation		7,425			8,049
Amortization		752			1,141
Goodwill impairment charge		0			30,000
Net gain on sale of facilities and businesses		(3,976	)		(1,368	)
Stock compensation expense		1,726			609
Changes in operating assets and liabilities:
Accounts receivable		(20,070	)		9,651
Inventories		(14,327	)		(2,995	)
Accounts payable		971			(12,772	)
Accrued expenses		(2,689	)		(2,266	)
Other		(3,702	)		(4,665	)
Net Cash and Cash Equivalents Used by Operating Activities		(15,345	)		(3,148	)
Investing Activities:
Capital expenditures, net of nominal disposals		(7,870	)		(8,130	)
Proceeds from sale of facilities		6,831			0
Net Cash and Cash Equivalents Used by Investing Activities		(1,039	)		(8,130	)
Financing Activities:
Proceeds from debt borrowings		8,470			28,035
Payments of long-term debt		(6,429	)		(24,383	)
Amended credit agreement fees		(432	)		(506	)
Proceeds from sale of common stock		7,327			1,038
Tax benefit from exercise of options		1,169			22
Dividends paid		(2,035	)		(1,611	)
Net Cash and Cash Equivalents Provided by Financing Activities		8,070			2,595
Decrease in Cash and Cash Equivalents		(8,314	)		(8,683	)
Cash and Cash Equivalents at Beginning of Period		48,365			23,043
Cash and Cash Equivalents at End of Period	$	40,051		$	14,360

See Notes to Consolidated Condensed Financial Statements

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ROBBINS & MYERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
February 28, 2007
(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 (“we” “our”) contain all adjustments, consisting of normally recurring items, necessary to present fairly our financial condition as of February 28, 2007 and August 31, 2006, and the results of our operations for the three and six months periods ended February 28, 2007 and February 28, 2006 and cash flows for the six month periods ended February 28, 2007 and 2006. All intercompany transactions have been eliminated. Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation.

While we believe that the disclosures are adequately presented, it is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and notes included in our most recent Annual Report on Form 10-K for the fiscal year ended August 31, 2006. A summary of our significant accounting policies is presented therein on page 30. There have been no material changes in the accounting policies followed by us during fiscal year 2007.

NOTE 2 – Statement of Operations Information

Unless otherwise noted the recorded costs mentioned below in this note were included on the “Other” line of our Consolidated Condensed Statement of Operations in the period indicated.

In the second quarter of fiscal 2007 we sold our modular pharmaceutical product line and French sales organization which was part of our Romaco segment. The sale was part of the program to restructure and simplify our Romaco business segment. We received minimal proceeds and recorded a loss on the sale of $1,060,000. Also in the second quarter, we incurred $800,000 of other costs related to the downsizing and restructuring of Romaco. As of the end of the second quarter, the restructuring of Romaco is substantially completed. Year to date restructuring costs in Romaco were $2,457,000 including the previously mentioned loss on sale.

In the first quarter of fiscal 2007 we sold our Mexico City facility for $6,000,000 and recorded a $5,036,000 gain, which is included in the year to date period. This Process Solutions segment facility was closed as part of our fiscal 2005 restructuring program.

In the second quarter and related six month period of fiscal 2006 we incurred restructuring costs of $1,430,000 and $1,903,000, respectively, in our Romaco segment and $777,000 and $1,122,000, respectively, in our Process Solutions segment. The Romaco segment costs primarily related to headcount reductions resulting from the combination of two operations into a single facility. The Process Solutions costs related to the sale of the lined-pipe and fitting product line which occurred on August 31, 2005. These costs were personnel and facility related costs that we incurred in connection with our obligation to provide lined-pipe and fittings manufacturing to the buyer during the first quarter of fiscal 2006.

In the second quarter of fiscal 2006 we recorded a $1,800,000 gain (before minority interest of 24%) in our Process Solutions segment on the sale of land and buildings in China. We moved our production operations to a newly constructed facility. We also recorded a liability of $385,000 for costs expected to be incurred when we exit a leased facility.

At August 31, 2006 we had accrued severance of $1,755,000. We paid $464,000 of that accrual in the first half of fiscal 2007 and exchange rate adjustments increased t he liability by $23,000 leaving a severance accrual of $1,314,000 at February 28, 2007. In fiscal 2007, the severance costs were recorded and paid

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within the respective quarter and six month periods.

On March 31, 2006, we completed the sale of two of our Romaco brands – Hapa and Laetus – for total consideration of approximately $31,000,000. We received cash proceeds of approximately $25,900,000 with the remaining purchase price paid into an escrow account. The amount paid into escrow serves as collateral for claims by the purchaser under the terms of the Asset and Share Purchase Agreement. We have not recognized the cash in escrow as an asset as of February 28, 2007. This will be recorded as an asset and additional gain, if any, when the final payment from escrow is determinable.

Beginning with the first quarter of fiscal 2006, we reported realigned segments. The new segment structure resulted from a significant reorganization of management, operations and reporting that occurred during the first quarter of fiscal 2006. The Fluid Management segment is comprised of the R&M Energy Systems, Moyno and Tarby brands. The Process Solutions segment is comprised of the Pfaudler, Tycon Technoglass, Chemineer and Edlon brands. The Romaco segment includes the FrymaKoruma, Noack, Siebler, Macofar, Promatic, Unipac, Zanchetta and Bosspak brands.

As a result of the segment realignment, the goodwill recorded as of August 31, 2005 was allocated to the new segments based on their relative fair value in accordance with Statement of Financial Accounting Standard No. 142 “Goodwill and Other Intangible Assets” (“FAS 142”). In addition, during early fiscal 2006 discussions about the sale of Romaco progressed and provided additional information regarding the fair value of Romaco. After considering the fair value of the Romaco segment, management determined there was an indicator of goodwill impairment under the rules of FAS 142. Management estimated the fair value of the Romaco segment using current prices that the Company may receive in the potential disposition of all or parts of Romaco. Based on these estimates, management estimated that goodwill in the Romaco segment should be written down by $30,000,000 and a charge to earnings was recorded in the first quarter of fiscal 2006. Upon completion of an appraisal of Romaco in the third quarter of fiscal 2006, we recorded an additional impairment charge of $9,174,000 for a total of $39,174,000.

NOTE 3—Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the six month period ended February 28, 2007, by operating segment, are as follows:

	Process		Fluid
	Solutions		Mgmt.			Romaco
	Segment		Segment			Segment		Total
	(In thousands)
Balance as of September 1, 2006	$	145,075	$	106,287		$	10,965	$	262,327
Translation adjustments and other		2,871		(1,178	)		275		1,968
Balance as of February 28, 2007	$	147,946	$	105,109		$	11,240	$	264,295

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Information regarding our other intangible assets is as follows:

	As of February 28, 2007						As of August 31, 2006
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Net		Amount		Amortization		Net
	(In thousands)
Patents and Trademarks	$	10,043	$	6,927	$	3,116	$	10,176	$	6,767	$	3,409
Non-compete Agreements		8,707		6,836		1,871		8,832		6,667		2,165
Financing Costs		9,536		8,171		1,365		9,195		7,783		1,412
Pension Intangible		4,361		0		4,361		4,361		0		4,361
Other		5,136		5,036		100		5,160		5,000		160
Total	$	37,783	$	26,970	$	10,813	$	37,724	$	26,217	$	11,507

NOTE 4—Net Income (Loss) per Share

	Three Months Ended				Six Months Ended
	February 28,				February 28,
	2007		2006		2007		2006
	(In thousands, except per share amounts)
Numerator:
Basic:
Net income (loss)	$	7,932	$	1,202	$	18,545	$	(28,532	)
Effect of dilutive securities:
Convertible debt interest		—		480		—		960
Income (Loss) attributable to diluted shares	$	7,932	$	1,682	$	18,545	$	(27,572	)
Denominator:
Basic:
Weighted average shares		17,058		14,744		16,954		14,722
Effect of dilutive securities:
Convertible debt		0		1,778		0		1,778
Dilutive options		108		15		89		17
Diluted shares		17,166		16,537		17,043		16,517
Basic net income (loss) per share	$	0.47	$	0.08	$	1.09	$	(1.94	)
Diluted net income (loss) per share	$	0.46	$	0.08	$	1.09	$	(1.94	)

NOTE 5—Product Warranties

Warranty obligations are contingent upon product failure rates, material required for the repairs and service delivery costs. We estimate the warranty accrual based on specific product failures that are known to us plus an additional amount based on the historical relationship of warranty claims to sales.

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Changes in our product warranty liability during the period are as follows:

	Six Months Ended
	February 28, 2007
	(In thousands)
Balance at beginning of the period	$	7,605
Warranties on current period sales		1,192
Settlements made during the period		(964	)
Translation adjustment impact		55
Balance at end of the period	$	7,888

NOTE 6—Long-Term Debt

	February, 28 2007
	(In thousands)
Senior debt:
Revolving credit loan	$	—
Senior notes		100,000
Other		7,572
Total debt		107,572
Less current portion		4,290
Long-term debt	$	103,282

On December 19, 2006, we amended our Bank Credit Agreement (“Agreement”). Refer to our Annual Report on Form 10-K for the year ended August 31, 2006 for a description of the former Agreement. The Agreement provides that we may borrow on a revolving credit basis up to a maximum of $150,000,000 and includes a $100,000,000 expansion feature. All outstanding amounts under the Agreement are due and payable on December 19, 2011. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the Agreement, at our option, and is payable at least quarterly. Indebtedness under the Agreement is unsecured except for the pledge of the stock of our U.S. subsidiaries and two-thirds of the stock of certain non-U.S. subsidiaries. We have $25,534,000 of standby letters of credit outstanding at February 28, 2007. Under the Agreement we have $124,466,000 of unused borrowing capacity. These standby letters of credit are used as security for advance payments received from customers and future payments to our vendors.

We have $100,000,000 of Senior Notes (“Senior Notes”) issued in two series. Series A in the principal amount of $70,000,000 has an interest rate of 6.76% and is due May 1, 2008, and Series B in the principal amount of $30,000,000 has an interest rate of 6.84% and is due May 1, 2010. Interest is payable semi-annually on May 1 and November 1. Security for the Senior Notes is shared with our Agreement noted above.

The Agreement and Senior Notes contain certain restrictive covenants including limitations on indebtedness, assets sales, sales and lease backs, and cash dividends and financial covenants relating to interest coverage, leverage and net worth.

Our other debt primarily consists of a mortgage on a manufacturing facility and unsecured non-U.S. bank lines of credit with interest rates ranging from 4.00% to 8.00%.

We have an interest rate swap agreement. The interest rate swap agreement utilized by us effectively modifies our exposure to interest rate risk by converting our fixed rate debt to floating rate debt. This agreement involves the receipt of fixed rate amounts in exchange for floating rate interest payments over the life of the agreement without an exchange of underlying principal amounts. The mark-to-market values of both the fair value hedging instrument and the underlying debt obligation were equal and recorded as

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offsetting gains and losses in current period earnings. The fair value hedge qualifies for treatment under the short-cut method of measuring effectiveness. As a result, there is no impact on earnings due to hedge ineffectiveness. The interest rate swap agreement totals $30,000,000, expires in 2008 and allows us to receive an interest rate of 6.76% and pay an interest rate based on LIBOR.

NOTE 7 — Retirement Benefits

Retirement and other postretirement plan costs are as follows:

Pension Benefits

	Three Months Ended						Six Months Ended
	February 28,						February 28,
	2007			2006			2007			2006
	(In thousands)						(In thousands)
Service cost	$	661		$	888		$	1,321		$	1,775
Interest cost		1,907			1,854			3,813			3,709
Expected return on plan assets		(1,660	)		(1,415	)		(3,320	)		(2,829	)
Amortization of prior service cost		176			157			352			314
Amortization of unrecognized losses		418			322			837			644
Net periodic benefit cost	$	1,502		$	1,806		$	3,003		$	3,613

Other Postretirement Benefits

	Three Months Ended				Six Months Ended
	February 28,				February 28,
	2007		2006		2007		2006
	(In thousands)				(In thousands)
Service cost	$	100	$	87	$	201	$	173
Interest cost		348		457		696		914
Amortization of prior service cost		55		55		110		110
Amortization of unrecognized losses		197		189		394		378
Net periodic benefit cost	$	700	$	788	$	1,401	$	1,575

NOTE 8—Income Taxes

The effective tax rate was 43.5% for the three month period and 40.4% for the six month period of fiscal 2007. The second quarter effective rate was higher than the year to date rate due to the lower tax associated with the gain on the Mexico City land and building sale in the first quarter of fiscal 2007 and due to profitability of operations in certain jurisdictions allowing for the utilization of NOLs. This rate is higher than the statutory rate primarily due to certain foreign losses where the tax benefit of those losses were not recognized because of uncertainty about our ability to utilize these tax losses against future taxable income.

The annual effective tax rate was 49.9% for the six month period of fiscal 2006 after considering the impact of the goodwill impairment charge for which there was no tax benefit. The effective tax rate was higher than the statutory U.S. tax rate due to losses in Italy and Germany where the tax benefits were not recognized because of uncertainty about our ability to utilize these tax losses against future taxable income.

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NOTE 9—Comprehensive Income

	Three Months Ended					Six Months Ended
To be updated	February 28,					February 28,
	2007			2006		2007		2006
	(In thousands)					(In thousands)
Net income (loss)	$	7,932		$	1,202	$	18,545	$	(28,532	)
Other comprehensive income (loss):
Foreign currency translation		(1,804	)		2,127		1,210		(3,444	)
Comprehensive income (loss)	$	6,126		$	3,329	$	19,755	$	(31,976	)

NOTE 10—Stock Compensation

We sponsor a long-term incentive stock plan to provide for the granting of stock-based compensation to certain officers and other key employees. In addition, we sponsor stock option and stock compensation plans for non-employee directors. Under the plans, the stock option price per share may not be less than the fair market value per share as of the date of grant. For officers and other key employees, outstanding grants become exercisable over a three-year period, while options for non-employee directors are immediately exercisable. Effective September 1, 2005, we adopted the fair value recognition provisions of FASB Statement No. 123(R),Share-Based Payments, using the modified-prospective-transition method.

Total stock compensation expense for all stock based awards for the six month periods ended February 28, 2007 and 2006, was $1,726,000 ($1,036,000 after tax) and $609,000 ($365,000 after tax), respectively. The 2007 expense included $450,000 ($270,000 after tax), recorded in the first quarter of fiscal 2007, related to accelerated vesting of certain restricted stock awards based on share price performance relative to established targets. There are no additional outstanding awards at February 28, 2007 with accelerated vesting provisions.

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NOTE 11—Business Segments

The following tables present information about our reportable business segments.

	Three Months Ended						Six Months Ended
	February 28,						February 28,
	2007			2006			2007			2006
	(In thousands)							(In thousands)
Unaffiliated customer sales:
Fluid Management	$	68,225		$	57,803		$	133,818		$	110,259
Process Solutions		63,010			53,904			127,869			107,034
Romaco		31,263			38,290			55,244			71,663
Total	$	162,498		$	149,997		$	316,931		$	288,956
Income (loss) before Interest and Taxes (“EBIT”)
Fluid Management	$	17,216		$	12,660		$	32,425		$	24,185
Process Solutions		4,639			1,398			16,152			3,307
Romaco		(2,300	)		(2,419	)		(5,272	)		(36,069	)
Corporate and eliminations		(3,761	)		(4,129	)		(8,348	)		(9,172	)
Total	$	15,794		$	7,510		$	34,957		$	(17,749	)

NOTE 12 – New Accounting Pronouncements

In July 2006 the Financial Accounting Standards Board issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB 109” (FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the company has taken or expects to take on a tax return. FIN 48 is effective as of the beginning of fiscal years that start after December 15, 2006. We have not yet determined the effect on the Company’s financial position or results of operations of complying with the provisions of FIN 48.

In September 2006 the Financial Accounting Standards Board issued FASB Statement No. 158, “Employers’ Accounting for Defined Benefit Pension and other postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132R” (SFAS No. 158). SFAS No. 158 requires an employer to recognize the overfunded or underfunded status of defined benefit postretirement plans as an asset or liability in its balance sheet and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. An employer is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures of SFAS No. 158 as of the end of the fiscal year ending after December 15, 2006. We have not yet determined the effect on the Company’s financial position of complying with the provisions of SFAS No. 158.

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TABLE OF CONTENTS

	Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
Part II—Other Information
	Item 1A. Risk Factors
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-3.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Overview

We are a leading designer, manufacturer and marketer of highly engineered, application-critical equipment and systems for the global energy, industrial, chemical and pharmaceutical markets. We attribute our success to our close and continuing interaction with customers, our manufacturing, sourcing and application engineering expertise and our ability to serve customers globally. Our business consists of three market focused segments: Fluid Management, Process Solutions and Romaco.

Fluid Management.Our Fluid Management business segment designs, manufactures and markets equipment and systems used in oil and gas exploration and recovery, specialty chemical, wastewater treatment and a variety of other industrial applications. Primary brands include Moyno®, Yale®, New Era®, Tarby® and Hercules®. Our products and systems include hydraulic drilling power sections; down-hole and industrial progressing cavity pumps and related products such as grinders for applications involving the flow of viscous, abrasive and solid-laden slurries and sludge; and a broad line of ancillary equipment, such as rod guides, rod and tubing rotators, wellhead systems, pipeline closure products and valves. These products and systems are used at the wellhead and in subsurface drilling and production, along with industrial pump applications in wastewater and chemical processing.

Process Solutions.Our Process Solutions business segment designs, manufactures and services glass-lined reactors and storage vessels, standard and customized fluid-agitation equipment and systems and customized fluoropolymer-lined fittings, vessels and accessories, primarily for the pharmaceutical and fine chemical markets. Primary brands are Pfaudler®, Tycon-Technoglass®, Chemineer® and Edlon®.

RomacoOur Romaco business segment designs, manufactures and markets packaging and secondary processing equipment for the pharmaceutical, healthcare, nutriceutical and cosmetic industries. Packaging applications include dosing, filling and sealing of vials, capsules, tubes, bottles and blisters, as well as customized packaging. Primary brands are Noack®, Siebler®, Promatic® and FrymaKoruma®.

The following tables present the components of our consolidated statement of operations and segment information for the three and six month periods of fiscal 2007 and 2006.

	Three Months Ended						Six Months Ended
	February 28,						February 28,
	2007			2006			2007			2006
Net Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		66.2			66.8			65.7			66.6
Gross profit		33.8			33.2			34.3			33.4
SG&A expenses		22.7			27.5			23.9			28.4
Amortization		0.2			0.4			0.2			0.3
Goodwill impairment charge		0.0			0.0			0.0			10.4
Other		1.2			0.3			(0.8	)		0.4
EBIT		9.7	%		5.0	%		11.0	%		(6.1	)%

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	Three Months Ended						Six Months Ended
	February 28,						February 28,
	2007			2006			2007			2006
				(In thousands, except %’s)
Segment
Fluid Management:
Sales	$	68,225		$	57,803		$	133,818		$	110,259
EBIT		17,216			12,660			32,425			24,185
EBIT%		25.2	%		21.9	%		24.2	%		21.9	%
Process Solutions:
Sales	$	63,010		$	53,904		$	127,869		$	107,034
EBIT		4,639			1,398			16,152			3,307
EBIT%		7.4	%		2.6	%		12.6	%		3.1	%
Romaco:
Sales	$	31,263		$	38,290		$	55,244		$	71,663
EBIT		(2,300	)		(2,419	)		(5,272	)		(36,069	)
EBIT%		(7.4	)%		(6.3	)%		(9.5	)%		(50.3	)%

Impact of Goodwill Impairment and Other Charges

Unless otherwise noted the recorded costs mentioned below in this note were included on the “Other” line of our Consolidated Condensed Statement of Operations in the period indicated.

In the second quarter of fiscal 2007 we sold our modular pharmaceutical product line and French sales organization which was part of our Romaco segment. The sale was part of the program to restructure and simplify our Romaco business segment. We received minimal proceeds and recorded a loss on the sale of $1.1 million. Also in the second quarter, we incurred $0.8 million of other costs related to the downsizing and restructuring of Romaco. As of the end of the second quarter, the restructuring of Romaco is substantially completed. Year to date restructuring costs in Romaco were $2.5 million including the previously mentioned loss on sale.

In the first quarter of fiscal 2007 we sold our Mexico City facility for $6.0 million and recorded a $5.0 million gain, which is included in the year to date period. This Process Solutions segment facility was closed as part of our fiscal 2005 restructuring program.

In the second quarter and related six month period of fiscal 2006 we incurred restructuring costs of $1.4 million and $1.9 million, respectively, in our Romaco segment and $0.8 million and $1.1 million, respectively, in our Process Solutions segment. The Romaco segment costs primarily related to headcount reductions resulting from the combination of two operations into a single facility. The Process Solutions costs related to the sale of the lined-pipe and fitting product line which occurred on August 31, 2005. These costs were personnel and facility related costs that we incurred in connection with our obligation to provide lined-pipe and fittings manufacturing to the buyer during the first quarter of fiscal 2006.

In the second quarter of fiscal 2006 we recorded a $1.8 million gain (before minority interest of 24%) in our Process Solutions segment on the sale of land and buildings in China. We moved our production operations to a newly constructed facility. We also recorded a liability of $0.4 million for costs expected to be incurred when we exit a leased facility.

In fiscal 2007, the severance costs were recorded and paid within the respective quarter and six month periods.

On March 31, 2006, we completed the sale of two of our Romaco brands – Hapa and Laetus – for total consideration of approximately $31.0 million. We received cash proceeds of approximately $25.9 million with the remaining purchase price paid into an escrow account. The amount paid into escrow serves as collateral for claims by the purchaser under the terms of the Asset and Share Purchase Agreement. We have not recognized the cash in escrow as an asset as of February 28, 2007. This will be recorded as an asset and additional gain, if any, when the final payment from escrow is determinable.

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Beginning with the first quarter of fiscal 2006, we reported realigned segments. The new segment structure resulted from a significant reorganization of management, operations and reporting that occurred during the first quarter of fiscal 2006. The Fluid Management segment is comprised of the R&M Energy Systems, Moyno and Tarby brands. The Process Solutions segment is comprised of the Pfaudler, Tycon Technoglass, Chemineer and Edlon brands. The Romaco segment includes the FrymaKoruma, Noack, Siebler, Macofar, Promatic, Unipac, Zanchetta and Bosspak brands.

As a result of the segment realignment, the goodwill recorded as of August 31, 2005 was allocated to the new segments based on their relative fair value in accordance with Statement of Financial Accounting Standard No. 142 “Goodwill and Other Intangible Assets” (“FAS 142”). In addition, during early fiscal 2006 discussions about the sale of Romaco progressed and provided additional information regarding the fair value of Romaco. After considering the fair value of the Romaco segment, management determined there was an indicator of goodwill impairment under the rules of FAS 142. Management estimated the fair value of the Romaco segment using current prices that the Company may receive in the potential disposition of all or parts of Romaco. Based on these estimates, management estimated that goodwill in the Romaco segment should be written down by $30.0 million and a charge to earnings was recorded in the first quarter of fiscal 2006. Upon completion of an appraisal of Romaco in the third quarter of fiscal 2006, we recorded an additional impairment charge of $9.2 million for a total of $39.2 million.

Three months ended February 28, 2007

Net Sales

Consolidated net sales for the second quarter of fiscal 2007 were $162.5 million, $12.5 million higher than net sales for the second quarter of fiscal 2006. Excluding fiscal 2006 sales from brands sold in March of fiscal 2006, sales increased by approximately $23.4 million. Exchange rates accounted for $5.0 million of the increase in sales.

The Fluid Management segment had sales of $68.2 million in the second quarter of fiscal 2007 compared with $57.8 million in the second quarter of fiscal 2006. The 18% sales increase is from strong demand for oilfield equipment products due to high levels of oil and gas exploration and recovery activity, as well as improved demand in chemical processing and general industrial markets. Orders for this segment increased to $79.9 million in the second quarter of fiscal 2007 from $63.8 million in the second quarter of fiscal 2006. Ending backlog of $46.0 million is 34% higher then the prior quarter and 38% above year end 2006 levels.

The Process Solutions segment had sales of $63.0 million in the second quarter of fiscal 2007 compared with $53.9 million in the second quarter of fiscal 2006, an increase of 17%. The increase in sales is largely attributable to improved orders for original equipment over the last twelve months. Exchange rates contributed $2.5 million to the increase in sales. Primary end markets, chemical processing and pharmaceutical, continue to improve. The segment is also benefiting from emerging applications, such as flue gas desulfurization and bio-diesel. Incoming orders in this segment were $69.8 million in the second quarter of fiscal 2007 as compared with $61.0 million in the second quarter of fiscal 2006. Ending backlog of $95.5 million is 8% above both prior quarter and year end 2006 levels.

The Romaco segment had sales of $31.3 million in the second quarter of fiscal 2007 compared with $38.3 million in the second quarter of fiscal 2006. Excluding fiscal 2006 sales of disposed brands, which were disposed in the third quarter of fiscal 2006, sales were $3.9 million higher than the prior year period. Current year sales include $2.1 million of exchange rate benefit. Orders continued to show strength and increased by approximately $2.5 million over last year’s second quarter after adjusting for the disposed brands. The strengthening of the pharmaceutical market is reflected in higher backlog, which increased 4% since the prior quarter end and 16% from year end 2006 levels.

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Earnings Before Interest and Income Taxes (EBIT)

The Company’s operating performance is evaluated using several measures. One of those measures, EBIT, is income (loss) before interest and income taxes and is reconciled to net income (loss) on our Consolidated Condensed Statement of Operations. We evaluate performance of our business segments and allocate resources based on EBIT. EBIT is not, however, a measure of performance calculated in accordance with accounting principles generally accepted in the United States and should not be considered as an alternative to net income as a measure of our operating results. EBIT is not a measure of cash available for use by management.

Consolidated EBIT for the second quarter of fiscal 2007 was $15.8 million, an increase of $8.3 million from the second quarter of fiscal 2006. Second quarter 2007 results included other expense of $1.9 million resulting from restructuring charges in the Romaco segment, including $1.1 million from the loss on the sale of an unprofitable modular pharmaceutical product line and French sales organization. Other expense is $1.4 million above last year’s second quarter. Second quarter fiscal 2006 other expense included $1.8 million of restructuring costs related to the Romaco and Process Solutions segments and $0.4 million of leased property remediation costs, offset by a gain on the sale of land and building in China of $1.8 million. The remaining increase in consolidated EBIT of $9.7 million resulted primarily from improved profitability in the Fluid Management segment of $4.6 million and the Process Solutions segment (excluding the aforementioned other expense) of $4.2 million. Also, adding to the improved EBIT was slightly better profitability in the Romaco segment (excluding the aforementioned other expense) and lower corporate costs.

The Fluid Management segment had EBIT of $17.2 million in the second quarter of fiscal 2007 as compared with $12.7 million in the second quarter of fiscal 2006. The increase in EBIT is due principally to the sales increase described above.

The Process Solutions segment had EBIT of $4.6 million in the second quarter of fiscal 2007 compared with $1.4 million in the second quarter of fiscal 2006, an increase of $3.2 million. Process Solutions had a net gain of $1.0 million included in other expense in the second quarter of fiscal 2006. The net gain was composed of a $1.8 million gain from the sale of land and building in China, offset by $0.4 million of restructuring costs and $0.4 million of costs expected to be incurred when we exit a leased facility in the United Kingdom. Exclusive of the change in other expense EBIT increased by $4.2 million. Approximately $2.5 million of the increase is attributable to higher sales and the remainder due primarily to cost savings from recent restructuring activities.

The Romaco segment had an EBIT loss of $2.3 million in the second quarter of fiscal 2007 and $2.4 million in fiscal 2006. Other expense consisting of restructuring costs, including a loss on sale of a product line, was $1.9 million compared with $1.4 million in the prior year period. Excluding the impact of higher other expense, EBIT was $0.6 million better than the prior year period. This increase is attributable to higher sales with the lost profit from the disposed brands offset by cost savings from recent restructuring activities.

Interest Expense

Net interest expense was $1.3 million in the second quarter of fiscal 2007 and $3.7 million in the same period of fiscal 2006. The decrease resulted from lower average net debt levels in the second quarter of fiscal 2007 and higher levels of interest income from increased cash balances.

Income Taxes

The effective tax rate was 43.5% for the second quarter of fiscal 2007. This is lower than the 48.8% rate in the second quarter of the prior year due to the impact of losses in countries where the tax benefit of those losses were not recognized because of the uncertainty about our ability to utilize those losses against future taxable income was less in the current year period.

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Six months ended February 28, 2007

Net Sales

Consolidated net sales for the first half of fiscal 2007 were $316.9 million, $28.0 million higher than net sales for the first half of fiscal 2006. Excluding fiscal 2006 sales from brands sold in March of fiscal 2006, sales increased by approximately $48.4 million. Exchange rates accounted for $8.6 million of the increase in sales.

The Fluid Management segment had sales of $133.8 million in the first half of fiscal 2007 compared with $110.3 million in the first half of fiscal 2006. The 21% sales increase is from strong demand for oilfield equipment products due to high levels of oil and gas exploration and recovery activity, as well as improved demand in chemical processing and general industrial markets. Orders for this segment increased to $146.5 million in the first half of fiscal 2007 from $113.7 million in the same period of fiscal 2006.

The Process Solutions segment had sales of $127.9 million in the first half of fiscal 2007 compared with $107.0 million in the same period of fiscal 2006, an increase of 20%. The increase in sales is largely attributable to improved orders for original equipment over the last twelve months. Exchange rates contributed $4.1 million to the increase in sales. Primary end markets, chemical processing and pharmaceutical, continue to show strength. The segment is also benefiting from emerging applications, such as flue gas desulfurization and bio-diesel. Incoming orders in this segment were $135.0 million in the first half of fiscal 2007 as compared with $120.0 million in the same period of fiscal 2006.

The Romaco segment had sales of $55.2 million in the first half of fiscal 2007 compared with $71.7 million in the same period of fiscal 2006. Excluding fiscal 2006 sales of disposed brands, sales were $4.1 million higher than the prior year period. Current year sales include $3.2 million of exchange rate benefit. Orders continued to show strength, increasing by approximately $5.7 million over last year’s first half after adjusting for the disposed brands.

Earnings Before Interest and Income Taxes (EBIT)

Consolidated EBIT for the first half of fiscal 2007 was $35.0 million, an increase of $52.7 million from the same period of the prior year. The change in goodwill impairment charge and other expense accounted for $33.8 million of this increase in EBIT. First half 2007 EBIT included net other income of $2.6 million resulting from a $5.0 million property sale gain, partly offset by restructuring costs in the Romaco segment of $2.4 million (which included a $1.1 million loss on the sale of an unprofitable modular pharmaceutical product line and French sales organization.) Consolidated EBIT for the first half of fiscal 2006 included a $30.0 million non-cash goodwill impairment charge and net other expense of $1.2 million, including $2.6 million of costs related to the restructuring of our Process Solutions and Romaco segments, $0.4 million in lease remediation costs and a gain of $1.8 million on the sale of land and buildings in China. The remaining increase in consolidated EBIT of $18.9 million resulted primarily from improved profitability in the Fluid Management segment of $8.2 million and the Process Solutions segment (excluding the aforementioned other expense) of $8.5 million. Also, adding to the improved EBIT was slightly better profitability in the Romaco segment (excluding the aforementioned goodwill impairment and other expense) and lower corporate costs.

The Fluid Management segment had EBIT of $32.4 million in the first half of fiscal 2007 compared with $24.2 million in the first half of fiscal 2006. The increase in EBIT is due to the increase in sales volumes described above.

The Process Solutions segment had EBIT of $16.2 million in the first half of fiscal 2007 compared with $3.3 million in the same period of fiscal 2006. Process Solutions had a gain on the sale of land and building in Mexico of $5.0 million in the first half of fiscal 2007. In the first half of fiscal 2006 Process Solutions had $0.7 million of other income, consisting of a gain on the sale of land and building in China of $1.8 million, offset by $0.4 million of restructuring costs and $0.4 million of costs expected to be incurred when we exit a leased facility in the United Kingdom. Exclusive of the change in other expense EBIT increased by $8.5 million. Approximately $6.5 million of the increase is attributable to higher sales and the remainder due to cost savings from recent restructuring activities.

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The Romaco segment had an EBIT loss of $5.3 million in the first half of fiscal 2007, compared to an EBIT loss of $36.1 million for the comparable period of fiscal 2006. Other expense consisting of restructuring costs, including a loss on sale of a product line, was $2.5 million in fiscal 2007 compared to a combined goodwill impairment charge and other expense of $31.9 million in the prior year period. Excluding the impact of lower goodwill impairment and other expense, EBIT was $1.4 million better than the prior year period. This increase is attributable to higher sales with the lost profit from the disposed brands offset by cost savings from restructuring activities.

Interest Expense

Net interest expense was $2.9 million in the first half of fiscal 2007 and $7.2 million in the same period of fiscal 2006. The decrease resulted from lower average net debt levels in fiscal 2007 and higher levels of interest income from increased cash balances.

Income Taxes

The effective tax rate was 40.4% for the first half of fiscal 2007. This is lower than our estimated annual effective rate for the remainder of the year of approximately 42% due to the lower tax associated with the Mexico City land and building sale in the first quarter of fiscal 2007 and the release of certain valuation allowances in foreign jurisdictions. This 42% annual effective rate is higher than the statutory rate primarily due to certain foreign losses where the tax benefit of those losses were not recognized because of uncertainty about our ability to utilize these tax losses against future taxable income.

The tax expense for the comparable period of fiscal 2006 was $2.5 million despite a pre-tax loss due to the impact of the goodwill impairment charge for which there was no tax benefit. The effective tax rate exclusive of the goodwill impairment charge is higher than the statutory U.S. tax rate due to certain foreign losses where the tax benefits were not recognized because of uncertainty about our ability to utilize these tax losses against future taxable income.

Liquidity and Capital Resources

Operating Activities

In the first half of fiscal 2007, our cash flow used by operations was $14.2 million compared with cash flow used by operations of $3.1 million in the first half of fiscal 2006. The negative cash flow from operating activities in the first half of 2007 is due to accounts receivable and inventory purchases to support higher sales and order backlog, semi-annual interest payments and pension contributions.

We expect our fiscal 2007 operating cash flow to be adequate to fund the fiscal year 2007 operating needs, scheduled debt service, shareholder dividend requirements and planned capital expenditures of approximately $20.0 million. Our planned capital expenditures are related to information system upgrades, support of new products, cost reductions, replacement items and capacity expansion in Fluid Management.

Investing Activities

Our capital expenditures were $7.9 million in the first half of fiscal 2007 compared with $8.1 million in the first half of fiscal 2006. The majority of our capital expenditures in fiscal 2007 were for replacements of equipment, capacity expansion in Fluid Management, information technology. Our planned capital expenditures are related to information system upgrades, support of new products, cost reductions, replacement items and capacity expansion in Fluid Management.

Credit Agreement

On December 19, 2006, we amended our Bank Credit Agreement (“Agreement”). Our Annual Report on Form 10-K for the year ended August 31, 2006 includes a summary of the former Agreement. The Agreement provides that we may borrow on a revolving credit basis up to a maximum of $150 million and includes a $100 million expansion feature. All outstanding amounts under the Agreement are due and

17

payable on December 19, 2011. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the Agreement, at our option, and is payable at least quarterly. Indebtedness under the Agreement is unsecured except for the pledge of the stock of our U.S. subsidiaries and two-thirds of the stock of certain non-U.S. subsidiaries. We have $25.5 million of standby letters of credit outstanding at February 28, 2007. Under the Agreement we have $124.5 million of unused borrowing capacity. These standby letters of credit are used as security for advance payments received from customers and future payments to our vendors.

Following is information regarding our long-term contractual obligations and other commitments outstanding as of February 28, 2007:

	Payments Due by Period
					Two to
Long-term contractual			One year		three		Four to		After five
obligations	Total		or less		years		five years		years
	(In thousands)
Long-term debt	$	107,572	$	4,290	$	71,400	$	31,100	$	782
Capital lease obligations		0		0		0		0		0
Operating leases (1)		18,000		5,000		7,000		5,500		500
Unconditional purchase obligations		0		0		0		0		0
Total contractual cash obligations	$	125,572	$	9,290	$	78,400	$	36,600	$	1,282

(1) Operating leases are estimated as of February 28, 2007 and consist primarily of building and equipment leases.

	Amount of Commitment Expiration Per Period
					Two to
Other commercial			One year		three		Four to		After five
commitments	Total		or less		years		five years		years
	(In thousands)
Lines of credit	$	0	$	0	$	0	$	0	$	0
Standby letters of credit		25,534		25,534		0		0		0
Guarantees		0		0		0		0		0
Standby repurchase obligations		0		0		0		0		0
Other commercial commitments		0		0		0		0		0
Total commercial commitments	$	18,407	$	18,407	$	0	$	0	$	0

Critical Accounting Policies

In preparing our consolidated financial statements, we follow accounting principles generally accepted in the United States of America, which in many cases require us to make assumptions, estimates and judgments that affect the amounts reported. Many of these policies are straightforward. There are, however, some policies that are critical because they are important in determining the financial condition and results of operations and some may involve management judgments due to the sensitivity of the methods, assumptions and estimates necessary in determining the related income statement, asset and/or liability amounts. These policies are described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Report on Form 10-K for the year ended August 31, 2006. There have been no material changes in the accounting policies followed by us during fiscal 2007.

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Safe Harbor Statement

In addition to historical information, this report contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to “beliefs,” “expectations,” “anticipations,” “intentions” or similar words) and all statements which are not statements of historical fact. Such forward-looking statements, together with other statements that are not historical, are based on management’s current expectations and involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. The most significant of these risks and uncertainties are described in the Company’s Form 10-K, and Form 10-Q reports filed with the Securities and Exchange Commission and include, but are not limited to: a significant decline in capital expenditures in the specialty chemical and pharmaceutical industries; a major decline in oil and natural gas prices; changes in international economic and political conditions and currency fluctuations between the U.S. dollar and other currencies; 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 Romaco and Process Solutions Segments, including the receipt of cash proceeds from the sale of excess facilities; events or circumstances which result in an impairment of assets, including but not limited to, goodwill; the potential impact of U.S. and foreign legislation, government regulations, and other government action, including those relating to export and import of products and materials, and changes in the interpretation and application of such policies; the outcome of audit, compliance, administrative or investigatory reviews; and general economic conditions that can affect demand in the process industries. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, the Company’s actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, the Company does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In our normal operations, we have market risk exposure to foreign currency exchange rates and interest rates. There has been no significant change in our market risk exposure with respect to these items during the quarter ended February 28, 2007. For additional information see “Qualitative and Quantitative Disclosures About Market Risk” at Item 7A of our Annual Report on Form 10-K for the year ended August 31, 2006.

Item 4. Controls and Procedures

(A) Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (Disclosure Controls) as of February 28, 2007. Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-Q, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (SEC) rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our quarterly evaluation of Disclosure Controls includes an evaluation of some components of our internal control over financial reporting, and internal control over financial reporting is also separately evaluated on an annual basis.

Based on this evaluation management, including our Chief Executive Officer and our Chief Financial Officer, have concluded that our disclosure controls and procedures were effective as of February 28, 2007.

(B) Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except as described in the preceding paragraph.

Part II—Other Information

Item 1A. Risk Factors

For information regarding factors that could affect the Company’s operations, financial condition and liquidity, see the risk factors discussed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended August 31, 2006.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

A summary of the Company’s repurchases of its common shares during the quarter ended February 28, 2007 is as follows:

							Maximum Number (or
							Approximate Dollar
	Total				Total Number of		Value) of Shares that
	Number				Shares Purchased as		Must
	of Shares		Average Price		Part of Publicly		Yet Be Purchased
	Purchased		Paid per		Announced Plans or		Under
Period	(a)		Share		Programs		the Plans or Programs
December 2006		12,104	$	44.61		—		—
January 2007		—		—		—		—
February 2007		—		—		—		—
Total		12,104	$	44.61		—		—

(a) During the second quarter of 2007, the Company purchased 12,104 of its common shares in connection with its employee benefit plans, including purchases associated with the vesting of restricted stock awards. These purchases were not made pursuant to a publicly announced repurchase plan or program.

Item 4. Submission of Matters to a Vote of Security Holders.

a)	The Annual Meeting of Shareholders of Robbins & Myers, Inc. was held on January 10, 2007.
b)	Our 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 January 10, 2007 the following persons were elected directors of Robbins & Myers, Inc. for a term of office expiring at the annual meeting of shareholders to be held in 2008: Daniel W. Duval, Thomas P. Loftis and Dale L. Medford. The other directors whose terms of office continued after the Annual Meeting are: David T. Gibbons, William D. Manning, Stephen F. Kirk and Peter C. Wallace.
c)	At the Annual Meeting on January 10, 2007, four items were voted on by shareholders, namely:

1) The election of directors in which, as noted above, Messrs. Duval, Loftis and Medford were elected:

	Votes For		Votes Withheld
Daniel W. Duval		11,318,661		4,587,873
Thomas P. Loftis		15,341,696		564,838
Dale L. Medford		15,573,377		333,157

2)	Re-approval of the Senior Executive Annual Cash Bonus Plan was approved with 15,079,661 votes cast for approval, 94,224 against approval and 732,646 abstentions.
3)	Adoption of Amendment to Company’s Regulations to opt out of the Ohio Control Share Acquisition Statute was approves with 13,849,153 votes cast for approval, 45,988 against approval and 42,626 abstentions.
4)	Appointment of Ernst & Young LLP as our independent auditors for

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the fiscal year ending August 31, 2007 was approved with 15,804,303 votes cast for approval, 99,746 against approval and 2,485 abstentions.

Item 6. Exhibits

a) Exhibits – see INDEX TO EXHIBITS

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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 4, 2007	BY	/s/  Christopher M. Hix
		Christopher M. Hix
		Vice President and Chief Financial Officer (Principal Financial Officer)
DATE: April 4, 2007	BY	/s/  Kevin J. Brown
		Kevin J. Brown
		Corporate Controller (Principal Accounting Officer)

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INDEX TO EXHIBITS

(3) ARTICLES OF INCORPORATION AND BYLAWS
3.1 Code of Regulations of Robbins & Myers, Inc. as amended by shareholders of the Company on January 10, 2007 to include new Article IX	(F	)
(31) RULE 13A-14(A) CERTIFICATIONS
31.1 Rule 13a-14(a) CEO Certification	(F	)
31.2 Rule 13a-14(a) CFO Certification	(F	)
(32) SECTION 1350 CERTIFICATIONS
32.1 Section 1350 CEO Certification	(F	)
32.2 Section 1350 CFO Certification	(F	)

“F”	Filed herewith
“I”	Incorporated by reference
“M”	Indicates management contracts or compensatory agreement

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