Exhibit 99.1 ROBBINS & MYERS REPORTS FISCAL 2004 THIRD QUARTER RESULTS DAYTON, OHIO, June 23, 2004. . . Robbins & Myers, Inc. (NYSE: RBN) today reported sales and earnings for the third quarter and first nine months of fiscal 2004, ended May 31, 2004. Sales for the third quarter were $152.5 million compared with $144.9 million for the same period of fiscal 2003. Foreign currency translation represented the majority of the increase in revenues. The Company reported net income of $3.8 million or $0.26 per share compared with $4.4 million or $0.30 per share for the same period a year ago. Sales for the first nine months of fiscal 2004 were $427.2 million compared with $403.9 million for the same period of fiscal 2003. Foreign currency translation accounted for an increase in sales of $30.7 million. Year to date EBIT was $21.2 million and $27.3 million for the same period last year. Net income was $6.3 million or $0.43 per share compared with $9.4 million or $0.66 per share in 2003. The fiscal 2004 year to date EBIT, net income and earnings per share were reduced by $1.4 million, $0.9 million and $0.06 per share, respectively, for charges related to the retirement of the Company's former CEO in the second quarter of fiscal 2004. "Earnings for the quarter were well within our previously stated guidance and substantially better than in the second quarter," said Daniel W. Duval, President and Chief Executive Officer of Robbins & Myers, Inc. "The decline in revenues, excluding the foreign currency translation, was as anticipated. We entered fiscal 2004 with low backlogs, the result of weakness in orders during the second half of fiscal 2003, particularly, in the Pharmaceutical Segment. This negatively impacted our first half of fiscal 2004 results; however, we are now seeing the effect of improved orders in early fiscal 2004 on our earnings. We continue to see some erosion in margins in the Pharmaceutical and Industrial segments due to market pricing pressures, lower volumes, higher health care and insurance costs, and a shift in sales mix toward original equipment." BUSINESS SEGMENT RESULTS Quarterly sales for the Pharmaceutical Segment reflected sequential improvement, excluding the exchange rate impact, over the previous quarter for the first time this fiscal year. The low starting backlog combined with long lead times resulted in the segment's weak performance in the first half of fiscal 2004. Improving orders early in fiscal 2004 are resulting in increased sales volume. The increasing order rate this segment experienced in the second quarter continued in the third quarter. Profitability has been impacted by low volumes and pricing pressure. The Energy Segment results were substantially better than in the previous year and continued to improve sequentially from a very strong second quarter. Sales increased 31% over last year and 6% over the second quarter. Correspondingly, EBIT was up 43% over the same period last year and slightly up over the preceding quarter. Higher energy prices and accelerated global demand for oil and gas are being reflected in increased rig count and capital equipment spending. It is anticipated that these trends should continue at least through the balance of our fiscal year and into our fiscal 2005. The Industrial Segment saw slight decreases in sales and EBIT from the third quarter, of the prior year, but sequentially sales, EBIT and orders saw increases. This segment's profitability continues to be impacted by lower aftermarket activity and increases in pension and health care costs. On a positive note, the third quarter's orders were the highest in this segment in three years and the U. S. CPI (Chemical Processing Industry) operating rate is turning positive for the first time in several years. EARNINGS GUIDANCE Duval stated, "The weak market conditions during the last half of calendar 2003 in the U. S. and western European chemical and pharmaceutical markets led to our relatively weak performance in the first half of fiscal 2004. As expected, strengthening market conditions in early calendar 2004 and greater economic activity in the developing regions of China and Eastern Europe have supported a solid sequential improvement in our operating performance in the third quarter of our fiscal 2004 and is expected to continue for our fourth quarter and into fiscal 2005. We believe that our current backlog and order trends will support earnings per share from operations for the fourth quarter of $0.28 to $0.33 making our earnings per share for fiscal 2004 $0.77 to $0.82, excluding the retirement cost of $0.06 per share recorded in the second quarter." Duval continued, "Robbins & Myers remains well positioned to take full advantage of strengthening economies as we focus on improving our cost structure, increasing organizational capabilities and driving organic growth. To drive these initiatives we have made the following organizational realignments: o Thomas Loftis appointed Chairman of the Board of Directors. o Peter Wallace will assume President and CEO responsibility effective July 12, 2004. o Saeid Rahimian, currently President of the R&M Energy Systems business, has been named Group Vice President and will have responsibility for the Reactor Systems business as well as the Energy Systems business. o The Reactor Systems business unit will be realigned into a more integrated global functional organization from its current geomarket organization. o Group Vice President Milton Hernandez maintains responsibility for the Romaco business unit and will have additional responsibilities in the business development and strategic planning areas. o The management team of Romaco is exploring ways to realign their business to streamline operations, reduce costs and better coordinate sales and marketing efforts." In this release the Company refers to various non-GAAP measures. Earnings and earnings per share excluding special items are non-GAAP financial measures. The Company believes these measures are helpful to investors in assessing the Company's ongoing performance of its underlying businesses before the impact of special items on its financial performance. In addition, these non-GAAP measures provide a comparison to our previously announced earnings guidance which excluded these special items. Earnings and earnings per share before special items reconcile to earnings presented according to GAAP as follows (in thousands, except per share data): THREE MONTHS ENDED NINE MONTHS ENDED -------------------------- -------------------------- MAY 31, MAY 31, (IN THOUSANDS, EXCEPT PER SHARE DATA) 2004 2003 2004 2003 - -------------------------------------- -------------------------- -------------------------- NET INCOME $ 3,814 $ 4,411 $ 6,273 $ 9,444 PLUS SPECIAL ITEMS, NET OF TAX: RETIREMENT CHARGES 0 0 896 0 --------- --------- --------- --------- NET INCOME BEFORE SPECIAL ITEMS $ 3,814 $ 4,411 $ 7,169 $ 9,444 ========= ========= ========= ========= DILUTED EARNINGS PER SHARE $ 0.26 $ 0.30 $ 0.43 $ 0.66 PLUS SPECIAL ITEMS: RETIREMENT CHARGES 0.00 0.00 0.06 0.00 --------- --------- --------- --------- DILUTED EARNINGS PER SHARE BEFORE SPECIAL ITEMS $ 0.26 $ 0.30 $ 0.49 $ 0.66 ========= ========= ========= ========= CASH DIVIDEND The Company also announced that its Board of Directors approved a regular quarterly cash dividend of $.055 per share that is payable on July 30, 2004 to shareholders of record as of July 9, 2004. CONFERENCE CALL Robbins & Myers, Inc. has scheduled a conference call and webcast for 10:00 a.m., EDT on Thursday, June 24, 2004 to review the third quarter and first nine month results of fiscal 2004. A copy of the Company's presentation will be available on the Company's website at www.robbinsmyers.com at the commencement of the call. Please contact the Company's Investor Relations Department to register for the call. The call web cast will also be available at www.robbinsmyers.com OTHER Robbins & Myers, Inc. is a leading global supplier of highly-engineered, critical equipment and systems for the pharmaceutical, energy, and industrial markets. Headquartered in Dayton, Ohio, the Company maintains manufacturing facilities in 15 countries. In addition to historical information, this release contains forward-looking statements, identified by use of words such as "expects," "anticipates," "estimates," and similar expressions. These statements reflect the Company's expectations at the time this release was issued. Actual events and results may differ materially from those described in the forward-looking statements. Among the factors that could cause material differences are a significant decline in capital expenditures in specialty chemical and pharmaceutical industries, a major decline in oil and natural gas prices, foreign exchange rate fluctuations, continued availability of acceptable acquisition candidates and general economic conditions that can affect demand in the process industries. The Company undertakes no obligation to update or revise any forward-looking statement. ROBBINS & MYERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (in thousands) MAY 31, 2004 AUGUST 31, 2003 - --------------------------------------------------- ------------ --------------- ASSETS CURRENT ASSETS: CASH AND CASH EQUIVALENTS $ 8,469 $ 12,347 ACCOUNTS RECEIVABLE 135,094 117,896 INVENTORIES 105,613 96,196 OTHER CURRENT ASSETS 9,309 10,480 DEFERRED TAXES 8,016 7,469 -------- -------- TOTAL CURRENT ASSETS 266,501 244,388 GOODWILL & OTHER INTANGIBLE ASSETS 323,044 310,748 OTHER ASSETS 9,772 7,357 PROPERTY, PLANT & EQUIPMENT 141,660 141,963 -------- -------- $740,977 $704,456 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: ACCOUNTS PAYABLE $ 56,098 $ 49,588 ACCRUED EXPENSES 87,803 85,158 CURRENT PORTION OF LONG-TERM DEBT 4,994 7,319 -------- -------- TOTAL CURRENT LIABILITIES 148,895 142,065 LONG-TERM DEBT - LESS CURRENT PORTION 192,471 186,284 DEFERRED TAXES 8,397 7,860 OTHER LONG-TERM LIABILITIES 85,674 81,241 SHAREHOLDERS' EQUITY 305,540 287,006 -------- -------- $740,977 $704,456 ======== ======== NOTE: ALL KNOWN ADJUSTMENTS HAVE BEEN REFLECTED IN THIS REPORT, BUT THE INFORMATION IS SUBJECT TO ANNUAL AUDIT AND YEAR-END ADJUSTMENTS WHICH ARE ESTIMATED TO BE INSIGNIFICANT. ROBBINS & MYERS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED INCOME STATEMENT (Unaudited) Three Months Ended Nine Months Ended -------------------------- -------------------------- May 31, May 31, May 31, May 31, (in thousands, except per share data) 2004 2003 2004 2003 - ------------------------------------------------------ -------- -------- -------- -------- SALES $152,464 $144,921 $427,163 $403,904 Cost of sales 101,529 95,782 287,681 267,970 -------- -------- -------- -------- Gross profit 50,935 49,139 139,482 135,934 SG&A expenses 40,929 37,146 114,938 106,938 Amortization expense 601 554 1,918 1,664 Other 0 0 1,378 0 -------- -------- -------- -------- Income before interest and income taxes 9,405 11,439 21,248 27,332 Interest expense 3,521 4,000 10,861 11,710 -------- -------- -------- -------- Income before income taxes and minority interest 5,884 7,439 10,387 15,622 Income tax expense 2,060 2,488 3,636 5,230 Minority interest 10 540 478 948 -------- -------- -------- -------- Net income $ 3,814 $ 4,411 $ 6,273 $ 9,444 ======== ======== ======== ======== NET INCOME PER SHARE: Basic $ 0.26 $ 0.31 $ 0.43 $ 0.66 Diluted $ 0.26 $ 0.30 $ 0.43 $ 0.66 Weighted Average Common Shares Outstanding: Basic 14,496 14,373 14,465 14,358 Diluted 16,309 16,534 16,279 16,581 Orders $154,539 $137,792 $457,434 $418,969 Backlog $143,808 $141,513 $143,808 $141,513 Note: All known adjustments have been reflected in this report, but the information is subject to annual audit and year-end adjustments which are estimated to be insignificant. ROBBINS & MYERS, INC. AND SUBSIDIARIES CONDENSED BUSINESS SEGMENT INFORMATION (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED ---------------------------- ------------------------------- May 31, May 31, May 31, May 31, (in thousands) 2004 2003 2004 2003 - -------------------------------------------------- --------- --------- --------- --------- SALES Pharmaceutical $ 89,075 $ 88,028 $ 250,711 $ 243,336 Industrial 32,725 33,419 92,286 91,726 Energy 30,664 23,474 84,166 68,842 --------- --------- --------- --------- Total $ 152,464 $ 144,921 $ 427,163 $ 403,904 ========= ========= ========= ========= INCOME BEFORE INTEREST AND INCOME TAXES (EBIT) PHARMACEUTICAL $ 3,875 $ 6,149 $ 7,509 $ 14,262 INDUSTRIAL 2,290 3,100 5,668 7,270 ENERGY 7,017 4,914 19,842 14,436 CORPORATE AND ELIMINATIONS (3,777) (2,724) (11,771)(1) (8,636) --------- --------- --------- --------- TOTAL $ 9,405 $ 11,439 $ 21,248 $ 27,332 ========= ========= ========= ========= DEPRECIATION AND AMORTIZATION PHARMACEUTICAL $ 2,512 $ 2,877 $ 7,769 $ 8,181 INDUSTRIAL 1,135 1,340 3,336 3,815 ENERGY 1,431 1,432 4,095 4,216 CORPORATE AND ELIMINATIONS 430 356 1,243 1,040 --------- --------- --------- --------- TOTAL $ 5,508 $ 6,005 $ 16,443 $ 17,252 ========= ========= ========= ========= ORDERS PHARMACEUTICAL $ 90,469 $ 81,049 $ 273,175 $ 255,460 INDUSTRIAL 34,844 33,351 97,715 94,857 ENERGY 29,226 23,392 86,544 68,652 --------- --------- --------- --------- TOTAL $ 154,539 $ 137,792 $ 457,434 $ 418,969 ========= ========= ========= ========= BACKLOG PHARMACEUTICAL $ 111,506 $ 113,972 $ 111,506 $ 113,972 INDUSTRIAL 27,602 24,405 27,602 24,405 ENERGY 4,700 3,136 4,700 3,136 --------- --------- --------- --------- TOTAL $ 143,808 $ 141,513 $ 143,808 $ 141,513 ========= ========= ========= ========= (1) INCLUDES COSTS OF $1,378,000 RELATED TO THE RETIREMENT OF OUR FORMER PRESIDENT AND CEO. NOTE: ALL KNOWN ADJUSTMENTS HAVE BEEN REFLECTED IN THIS REPORT, BUT THE INFORMATION IS SUBJECT TO ANNUAL AUDIT AND YEAR-END ADJUSTMENTS WHICH ARE ESTIMATED TO BE INSIGNIFICANT.