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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20459

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

     
For the Fiscal Year
Ended August 31, 2002
  Commission
File Number 0-288

 

ROBBINS & MYERS, INC.


(Exact name of Registrant as specified in its charter)
     
OHIO   31-0424220

 
(State of incorporation)   (I.R.S. employer
identification number)
1400 Kettering Tower, Dayton, Ohio   45423

 

Registrant’s telephone number, including area code:

(937) 222-2610

Securities registered pursuant to Section 12(b) of the Act:

     
    Name of each exchange on
Title of each class   which registered

 
(1)      Common Shares, without par value   New York
(2)      6 1/2% Convertible Subordinated Notes, Due 2003   New York

Securities registered pursuant to Section 12(g) of the Act: None

     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 requirement for at least the past 90 days.
Yes [x] No [ ].

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]

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TABLE OF CONTENTS

ITEM 1. BUSINESS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 14. CONTROLS AND PROCEDURES
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
SIGNATURES
CERTIFICATIONS
REPORT OF INDEPENDENT AUDITORS
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
INDEX TO EXHIBITS
EX-21.1 Subsidiaries of Robbins & Myers, Inc.
EX-23.1 Consent of Ernst & Young LLP
EX-24.1 Powers of Attorney
EX-99.1 Section 906 CEO Certification
EX-99.2 Section 906 CFO Certification


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At the close of business on October 18, 2002

         
Number of Common Shares, without
par value, outstanding
    14,344,896  
Aggregate market value of Common
Shares, without par value, held
by non-affiliates of the Company
  $ 209,082,481  

DOCUMENT INCORPORATED BY REFERENCE


     Robbins & Myers, Inc., Proxy Statement, dated November 7, 2002, for its Annual Meeting of Shareholders on December 11, 2002, definitive copies of the foregoing have been filed with the Commission. Only such portions of the Proxy Statement as are specifically incorporated by reference under Part III of this Report shall be deemed filed as part of this Report.

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ITEM 1. BUSINESS

OVERVIEW

     Robbins & Myers, Inc. is an Ohio corporation. As used in this report, the terms “Company,” “we,” “our,” or “us” mean Robbins & Myers, Inc. and its subsidiaries (unless the context indicates another meaning). We are a leading designer, manufacturer and marketer of highly engineered, application-critical equipment and systems for the pharmaceutical, energy and industrial markets worldwide. Our principal brand names – Pfaudler®, Moyno®, Chemineer®, Laetus®, FrymaKoruma®, Siebler®, Hapa® and Hercules® – hold the number one or two market share position in the niche markets they serve. 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 fiscal 2002 sales were approximately $526 million, and no one customer accounted for more than 5% of these sales.

     During the past five years, our strategy has been to increase our focus on higher-growth markets, such as pharmaceutical and energy, and to broaden our international presence. In furtherance to this strategy, on August 31, 2001, we acquired Romaco, a European-based manufacturer of processing, dosing, filling, printing and security equipment for the pharmaceutical and healthcare industries. Our acquisition of Romaco, which had sales of approximately $142 million in our fiscal 2001, expands the breadth of our pharmaceutical capabilities and positions us as a leading supplier of primary and secondary processing equipment to the growing pharmaceutical market. The addition of Romaco also increased our international sales from 45% of our fiscal 2001 sales to 60% of our fiscal 2002 sales.

     Our business consists of three market-focused segments: pharmaceutical, energy and industrial.

     Pharmaceutical. Our pharmaceutical business segment includes our Reactor Systems and Romaco businesses and is focused primarily on the pharmaceutical and healthcare industries. Our Reactor Systems business designs, manufacturers and markets primary processing equipment and has the leading worldwide position in glass-lined reactors and storage vessels. Our Romaco business designs, manufacturers and markets secondary processing, dosing, filling, printing and security equipment. Several of our Romaco brands hold the number one or two worldwide position in the niche markets they serve. Major customers of our pharmaceutical segment include Bayer, GlaxoSmithKline, Merck, Novartis and Pharmacia.

     Energy. Our energy business segment designs, manufactures and markets equipment and systems used in oil and gas exploration and recovery. Our equipment and systems include hydraulic drilling power sections, down-hole pumps 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. Several of our energy products, including hydraulic drilling power sections and down-hole pumps, hold the number one

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or two worldwide position in their respective markets. Major customers of our energy segment include Schlumberger, Chevron Texaco and National Oilwell.

     Industrial. Our industrial business segment is comprised of our Moyno, Chemineer and Edlon businesses, which design, manufacture and market products that are used in specialty chemical, wastewater treatment and a variety of other industrial applications. Our Moyno business manufactures pumps that utilize progressing cavity technology to provide fluids-handling solutions for a wide range of applications involving the flow of viscous, abrasive and solid-laden slurries and sludges. Our Chemineer business manufactures high-quality standard and customized fluid-agitation equipment and systems. Our Edlon business manufactures customized fluoropolymer-lined pipe, fittings, vessels and accessories. Our industrial segment has a highly diversified customer base and sells its products to over 3,400 customers worldwide.

     Information concerning our sales, income before interest and income taxes, identifiable assets by segment, and sales and identifiable assets by geographic area for the years ended August 31, 2002, 2001 and 2000 is set forth in Note 13 to the Consolidated Financial Statements included at Item 8 and is incorporated herein by reference.

Pharmaceutical Business Segment

     Our pharmaceutical business segment, which includes our Reactor Systems and Romaco businesses, primarily serves the pharmaceutical, healthcare, nutraceutical and fine chemicals markets. We believe that our pharmaceutical business segment will benefit from the continued trend of high levels of capital expenditures within these industries. We expect the need for new and enhanced processing equipment will be driven by numerous factors, including the accelerating pace of the drug discovery process, the cost advantages of pharmaceuticals over alternative forms of treatment, the aging of the population, the increasing availability of generic drugs due to the expiration of patents, the impact of increasing direct-to-consumer advertising by pharmaceutical manufacturers, the growing demand for nutraceutical products and escalating healthcare expenditures in emerging markets.

Reactor Systems

     Our Reactor Systems business, which includes our Pfaudler and TyconTechnoglass brands, designs, manufactures and markets glass-lined reactor and storage vessels, engineered systems, mixing systems and accessories, including instrumentation and piping. This equipment is principally used in the primary processing of pharmaceuticals and fine chemicals. A reactor system performs critical functions in batch processing by providing a pressure- and temperature-controlled agitation environment for the often complex chemical reactions necessary to process pharmaceuticals and fine chemicals.

     To produce a reactor system, we fabricate a specialized steel vessel, which may include an outer jacket for a heating and cooling system, and line the vessel with glass by bonding the glass to the inside steel surface. Application-specific glasses are bonded with the inner steel surface of the vessel to provide an inert and corrosion-resistant

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surface. In response to market demand, we introduced Pfaudler Pharmaglass PPG in fiscal 2001. We believe this new glass is smoother, cleaner and less likely to contaminate the chemicals being processed than any other glass available.

     Our Reactor Systems business sells reactor vessels with capacities up to 15,000 gallons, which are generally both custom ordered and designed, and are often equipped with accessories, such as drives, glass-lined agitators and baffles. We also sell these vessels as part of an engineered system. Using our application engineering expertise and our understanding of our customers’ requirements, we are able to engineer and produce a complete processing system, which may be installed at the customer’s facility or delivered to the customer as a skid-mounted system. A complete engineered system may include a process guarantee and range in price from approximately $500,000 to $5 million. Additionally, we manufacture and sell glass-lined storage vessels with capacities up to 25,000 gallons, primarily to the same customers that use glass-lined reactor systems.

     Sales, Marketing and Distribution. We primarily market and sell Pfaudler and TyconTechnoglass equipment and systems through our direct sales force, which includes approximately 10 direct sales employees in the U.S. and 20 outside the U.S., who are supported by numerous other personnel including our application engineers. We also use approximately 30 manufacturers’ representatives in the marketing of reactor systems equipment. We are focused on continuing to develop preferred supplier relationships with major pharmaceutical companies as they continue to expand their production operations in emerging markets and seek to limit the number of suppliers that service their needs worldwide.

     Aftermarket Sales. Aftermarket products and services, which include field service, replacement parts, accessories and reconditioning of glass-lined vessels, are an important part of our Reactor Systems business. Glass-lined vessels require regular maintenance and care because they are subjected to harsh operating conditions, and there is often a need to maintain a high-purity processing environment. We have expanded our aftermarket capabilities to take advantage of our large installed base of Pfaudler glass-lined vessels and to better meet the needs of our customers, who are increasingly inclined to outsource various maintenance and service functions.

     We service our own and competitors’ equipment from our various facilities and have two units dedicated to serving the aftermarket – Glasteel Parts and Service (GPS) and Chemical Reactor Services (CRS). GPS and CRS are the leading providers of aftermarket services for glass-lined equipment in the U.S. and in Europe, respectively. Through our joint venture, Universal Glasteel Equipment, we refurbish and sell used, glass-lined vessels.

     Markets and Competition. We believe we have the number one worldwide market position in glass-lined reactors and storage vessels, representing a global market share in excess of 50%. Our Pfaudler brand has the leading market share in glass-lined reactors and vessels, as well as the largest installed base in most of the countries in which Pfaudler operates, including Germany, Mexico, Brazil, India, Scotland and the U.S. Our TyconTechnoglass brand has the leading market share in Italy and a significant project business globally. Our Pfaudler and TyconTechnoglass brands

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compete principally with DeDeitrich, a French company, in all world markets except Japan, China and India.

Romaco

     Our acquisition of Romaco on August 31, 2001 represented a key step in our strategy to expand our equipment and systems offerings to our pharmaceutical customers and to grow internationally. Romaco designs, manufactures and markets secondary processing, dosing, filling, printing and security equipment used by the pharmaceutical, healthcare, nutraceutical and cosmetics industries. The principal brand names in our Romaco business, which hold the number one and two market share position in the niche markets they serve, are Laetus, FrymaKoruma, Hapa and Siebler.

     Romaco equipment and systems are used in:

  secondary processing of pharmaceuticals, such as homogenizers, granulators and dryers;
 
  dosing, filling and sealing of vials, capsules, tubes, tablet pressing and other containers; and
 
  printing, security and packaging functions, such as strip and blister packaging equipment, and in-line printing, labeling, security and control equipment

     Romaco’s expertise extends from secondary processing through the final packaging of pharmaceuticals, nutraceuticals and cosmetics. For example, Romaco provides modular processing, dosing and filling systems, which can include equipment for the in-line labeling of drugs and the printing of dispensing packages. Romaco employs more than 150 application engineers who work closely with customers to design specific equipment and systems to meet their requirements.

     Sales, Marketing and Distribution. We distribute Romaco products through our distribution network, which currently includes 17 sales and service centers. In the geographic areas served by these centers, we sell directly to end users through our own sales force. We use manfacturers’ representatives to cover territories that are not effectively covered by our direct sales network.

     Aftermarket Sales. Aftermarket sales of our Romaco business were approximately $35 million in fiscal 2002, or 20% of Romaco’s total sales. Included in these aftermarket sales are certain proprietary consumables, such as inks and labels.

     Markets and Competition. Romaco has a large installed base of equipment in Europe, where it has its greatest market share, and a smaller presence in the U.S. and Asia. We believe there are opportunities, through our Reactor Systems customer base and our exiting facilities in the U.S. and Asia, to effectively introduce Romaco products to customers in these markets. We believe Romaco is one of the top four worldwide manufacturers of the type of pharmaceutical equipment it provides; however, the market is fragmented with many competitors, none of which is dominant. Given the fragmented

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nature of the industry, we believe there are strategic opportunities to expand our market share through acquisitions of companies and particular product lines.

Energy Business Segment

     Our energy business designs, manufactures and markets a variety of specialized equipment and systems used in oil and gas exploration and recovery. Our equipment and systems are used at the wellhead and in subsurface drilling and production and include:

  hydraulic drilling power sections and down-hole progressing cavity pumps, which we market under our Moyno brand name;
 
  tubing wear prevention equipment, such as rod guides and rod and tubing rotators;
 
  a broad line of ancillary equipment used at the wellhead; and
 
  pipeline closure products and valves, which we market under our Yale and Hercules brand names,

     Hydraulic drilling power sections are used to drive the drill bit in horizontal and directional drilling applications, often drilling multiple wells from a single location. Down-hole pumps are used primarily to lift crude oil to the surface where there is insufficient natural pressure and for dewatering gas wells. The largest oil and natural gas recovery markets that benefit from using down-hole pumps are in Canada, the U.S., Venezuela, Indonesia and the Commonwealth of Independent States (CIS). Rod guides are placed on down-hole rods used to pump oil to protect the rods and the production tubing from damage during operation and to enhance the flow of fluid to the surface. Tubing rotator products are an effective way of evenly distributing down-hole tubing wear. Wellhead products are used at the wellhead to control the flow of oil, gas and other material from the well. Pipeline closure products are used in oil and gas pipelines to allow access to a pipeline at selected intervals for inspection and cleaning. Principal brands of our energy segment include Moyno, Yale and Hercules.

     Sales, Marketing and Distribution. We sell our hydraulic drilling power sections directly to oilfield service companies through our sales office near Houston, Texas. We sell our tubing wear prevention products and certain wellhead equipment in the U.S. and Canada through major national distributors and our service centers in key oilfield locations. We currently operate seven service centers in the U.S. and eight service centers in Alberta, Canada. We sell down-hole pumps in the U.S. through three distributors; in Canada and Venezuela through our service centers; and in the CIS and Asia through several distributors. We sell wellhead and closure products through distributor networks in the U.S. and Canada.

     Aftermarket Sales. Aftermarket sales in our energy business consist principally of the relining of stators and the refurbishment of rotors. However, replacement items, such as power sections and down-hole pump rotors and rod guides, which wear out

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after regular usage, are complete products and are not identifiable by us as aftermarket sales.

     Markets and Competition. Our energy business is the leading independent manufacturer of hydraulic drilling power sections worldwide. We are also the leading manufacturer of rod guides, wellhead components and pipeline closure products and the second leading manufacturer of down-hole progressing cavity pumps. While the oil and gas exploration and recovery equipment marketplace is highly fragmented, we believe that, with our leading products, we are effectively positioned as a full-line supplier with the capability to provide customers with complete system sourcing.

     Oil and gas service companies use the most advanced technologies available in the exploration and recovery of oil and gas. Accordingly, new product innovation is critical to our business. We continually develop new elastomer compounds, as well as new stator manufacturing technologies, for use in power sections and down-hole pumps that allow drilling and recovery operations to be conducted in deeper formations and under more adverse conditions. We are also focused on innovations that reduce downtime in drilling and production activities for end-users of our equipment who incur high costs for any downtime. In addition, we regularly introduce new wellhead equipment and rod guide designs and materials to improve the efficiency of well production.

Industrial Business Segment

     Our industrial business segment is comprised of our Moyno, Chemineer and Edlon businesses, which design, manufacture and market products that are used in specialty chemical, wastewater treatment and a variety of other industrial applications. Our industrial businesses have strong brand names and market share and maintain strict operating discipline.

Moyno

     Our Moyno business designs, manufactures and markets progressing cavity pumps and related products for use in the wastewater treatment, specialty chemical, mining, oil, food and beverage, pulp and paper and general industrial markets. Prices range from several hundred dollars for small pumps to $200,000 for large pumps, such as those used in wastewater treatment applications.

     Progressing cavity technology utilizes a motor-driven, high-strength, single or multi-helix rotor within an elastomer-lined stator. The spaces between the helixes create continual cavities, which enable the fluid to move from the suction end to the discharge end. The continuous seal creates positive displacement and an even flow regardless of the speed of the application. Progressing cavity pumps are versatile as they can be positioned at any angle and can deliver flow in either direction without modification or accessories. Since progressing cavity pumps have no valves, they are able to efficiently handle fluids ranging from high-pressure water and shear-sensitive materials to heavy, viscous, abrasive and solid-laden slurries and sludges. In fiscal 2001, we introduced the Moyno HS2000 system, which was selected by Flow Control magazine for its annual product innovation award. The Moyno HS2000 system is a cost-effective alternative to

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expensive, high-maintenance piston pumps or conveyors for dewatered sludge transfer in municipal wastewater treatment.

     Sales, Marketing and Distribution. We sell our pumps through approximately 35 U.S. and 30 non-U.S. distributors and approximately 25 U.S. and 15 non-U.S. manufacturers’ representatives. These networks are managed by five regional sales offices in the U.S. and offices in the U.K., Mexico, China and Singapore.

     Markets and Competition. Moyno has a large installed base and a dominant market share in progressing cavity pumps in the U.S. and a smaller presence in Europe and Asia. While we believe Moyno is the U.S. leader in the manufacture of progressing cavity pumps, the worldwide market is highly competitive and includes several competitors, none of which is dominant. In addition, there are several other types of positive displacement pumps, including gear, lobe and air-operated diaphragm pumps that compete with progressing cavity pumps in certain applications.

Chemineer

     Chemineer manufactures industrial mixers that range in price from hundreds of dollars for small portable mixers to over $1 million for large, customized mixers. These products include top-entry, side-entry, gear-driven, belt-driven, high-shear and static mixers, which are marketed under the Chemineer, Greerco, Kenics and Prochem brand names for various industrial applications, ranging from simple storage tank agitation to critical applications in polymerization and fermentation processes.

     Chemineer’s high-quality gear-driven agitators are available in various sizes, a wide selection of mounting methods and drives of up to 1,000 horsepower. Chemineer introduced two new agitation drive systems to compete more effectively in the small-mixer market. These are the DT small mixers, a line of fixed mounted, small mixers with drive ranges from one-half to five horsepower for less demanding applications, and the Chemineer XPress portable mixers, a line of portable gear-driven and direct-drive mixers, which can be clamp mounted to handle small-batch mixing needs.

     Our belt-driven, side-entry mixers are used primarily in the pulp and paper and mineral processing industries. Our static mixers are continuous mixing and processing devices with no moving parts, and are used in specialized mixing and heat transfer applications. Our high-shear mixers are used primarily for paint, cosmetics, plastics and adhesive applications.

     Sales, Marketing and Distribution. Chemineer sells industrial mixers through regional sales offices and through a network of approximately 30 U.S. and 30 non-U.S. manufacturers’ representatives. Our Chemineer business maintains regional sales offices in Mexico, Canada, the U.K., Singapore, Taiwan, China and Korea.

     Markets and Competition. The mixer equipment industry is highly competitive. We believe that Lightnin’, a unit of SPX Corporation, holds more than 50% of the world market share, and that we hold the number two market position worldwide. In addition, there are numerous smaller manufacturers with which we compete in this market. We believe that Chemineer’s application engineering expertise, diverse products, product

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quality and customer support capabilities allow us to compete effectively in the marketplace.

Edlon

     Edlon manufactures and markets fluoropolymer-lined pipe and fittings, fluoropolymer coated and lined vessels for process equipment, fluoropolymer roll covers for paper machines and glass-lined reactor systems accessories. Edlon’s products are used principally in the specialty chemical, pharmaceutical and semiconductor markets to provide corrosion protection and high-purity fluid assurance and in the paper industry for release applications. Edlon has introduced newly designed storage tanks for de-ionized water and ultra-pure chemicals and expanded the range of products it sells to chip producers and wafer manufacturers in the higher-growth semiconductor industry.

     Sales, Marketing and Distribution. We sell our Edlon products in the U.S. through a distributor network for higher-volume items, such as lined pipe and fittings, as well as through our direct sales force and sales representatives for lower-volume products. Outside the U.S., we sell our Edlon products through sales representatives, except in the U.K. where we sell our products through our direct sales force.

     Markets and Competition. Edlon primarily competes by offering highly engineered products and products made for special needs, which are not readily supplied by competitors. Edlon is able to compete effectively based on its extensive knowledge and application expertise with fluoropolymers.

BACKLOG

     Our order backlog was $125.7 million at August 31, 2002 compared with $143.5 million at August 31, 2001. We expect to ship substantially all of our backlog during the next 12 months.

CUSTOMERS

     Sales are not concentrated with any customer, as no customer represented more than 5% of sales in fiscal 2002, 2001 or 2000.

RAW MATERIALS

     Raw materials are purchased from various vendors that generally are located in the same country as our facility using the raw materials. The supply of raw materials and components has been adequate and available without significant delivery delays. No events are known or anticipated that would change the sources and availability of raw materials. No supplier provides more than 5% of our raw materials.

GENERAL

     We own a number of patents relating to the design and manufacture of our products. While we consider these patents important to our operations, we believe that the successful manufacture and sale of our products depend more upon technological

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know-how and manufacturing skills. We are committed to maintaining high quality manufacturing standards and have completed ISO certification at several facilities.

     During fiscal 2002, we spent approximately $6.2 million on research and development activities compared with $2.2 million in fiscal 2001 and $1.8 million in fiscal 2000. The increase in research and development costs was due to the acquisition of Romaco.

     Compliance with federal, state and local laws regulating the discharge of materials into the environment is not anticipated to have any material effect upon our capital expenditures, earnings or competitive position.

     At August 31, 2002, we had 3,921 employees, which included approximately 600 at majority-owned joint ventures. Approximately 750 of these employees were covered by collective bargaining agreements at various locations. In fiscal year 2003, the company has no labor contracts expiring. A labor agreement was reached with the employees of Chemineer’s principal manufacturing facility in October 2000 and extends to March of 2004. A labor agreement was reached with the employees of Moyno’s principal manufacturing facility in August 2001 and extends to February 2005. A labor agreement was reached with the employees of Pfaudler’s facility in Rochester, New York in September 2001 and extends to September 2004. The Company considers labor relations at each of its locations to be good.

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ITEM 2. PROPERTIES

Facilities

     Our executive offices are located in Dayton, Ohio. The executive offices are leased and occupy approximately 10,000 square feet. Set forth below is certain information relating to our principal operating facilities.

             
    Square     Products Manufactured or
Location   Footage     Other Use of Facility

 
   
North and South America:            
Rochester, New York   500,000       Reactor Systems
Springfield, Ohio   275,000       Industrial Pump Products
Dayton, Ohio   160,000       Industrial Mixers
Borger, Texas   115,000       Wellhead products for Energy Systems
Willis, Texas   110,000       Down-hole pumps and power sections for Energy Systems
Mexico City, Mexico   110,000       Reactor Systems, Industrial Pumps and Industrial Mixers
Taubate, Brazil   100,000       Reactor Systems
Charleston, West Virginia   100,000       Corrosion-Resistant Products
Tomball, Texas   75,000       Valves and closures for Energy Systems
Avondale, Pennsylvania   50,000       Corrosion-Resistant Products
West Chester, Pennsylvania   30,000       Corrosion-Resistant Products
North Andover, Massachusetts   30,000   (1)   Industrial Mixers
Sao Jose Dos Campos, Brazil   30,000       Reactor Systems
Edmonton, Alberta, Canada   25,000 to   (2)   Energy Systems, including two service centers
2 plants   30,000 each   (1)    
Rochester, New York   10,000   (1)   Reactor Systems
Pequannock, New Jersey   62,000   (1)   Index equipment
             
Europe:            
Schwetzingen, Germany   400,000       Reactor Systems
Leven, Scotland   240,000       Reactor Systems and Corrosion-Resistant Products
Quarto D’Altino, Italy   120,000       Reactor Systems
San Donà di Piave, Italy   90,000       Reactor Systems
Bilston, England   50,000       Reactor Systems
Derby, England   20,000   (1)   Industrial Mixers
Petit-Rechain, Belgium   15,000       Power sections for Energy Systems
Bolton, England   24,000       Reactor Systems
Southampton, England   10,000   (1)   Industrial Pump Products
Campbridgeshire, England   8,500       Distribution Center-Romaco Products
D’Agen, France   15,000   (1)(5)   Manufacture of Pharma Modules
Alsbach — Hahnlein, Germany   21,000       Laetus equipment
Remschingen, Germany   61,000   (1)   Siebler equipment
Karlsruhe, Germany   47,000       Horn & Noack equipment
Neuenburg, Germany   70,000       Frymakoruma equipment
Bologna, Italy   44,000   (1)   Macofar equipment
Bologna, Italy   11,000   (1)   Promatic equipment
Milanese, Italy   15,000       Unipac equipment

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Milano, Italy   52,000       Zanchetta equipment
Volketswil, Switzerland   50,000   (1)   HAPA equipment
Rheinfenden, Switzerland   115,000       Frymakoruma equipment
             
Australia
     
Tingalpa, Brisbane
  24,000   (1)(3)   Bosspak equipment
             
Asia:            
Gujurat, India   350,000   (3)   Reactor Systems
Suzhou, China   150,000   (4)   Reactor Systems
Singapore   5,000   (1)   Industrial Pump Products

(1)   Leased facility.
(2)   R&M Energy Systems also operates an additional 13 (7 U.S., 6 Canada) Service Centers, primarily in leased facilities between 5,000 and 10,000 square feet each. These locations are in the oil producing regions of the U.S. and Canada and manufacture rod guides and distribute other of the Company’s Energy Systems products. Locations are: Bakersfield, California, Oklahoma City, Oklahoma, Odessa, Texas, Casper, Wyoming, Mt. Pleasant, Michigan, Williston, North Dakota, Wooster, Ohio and in Alberta, Canada — Brooks, Elk Point, Provost, Maidstone, Sedgewick and Taber.
(3)   Facility of a 51%-owned subsidiary.
(4)   Facility of a 76%-owned subsidiary.
(5)   Facility of a 50% owned subsidiary.

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ITEM 3. LEGAL PROCEEDINGS

     There are claims, suits and complaints arising in the ordinary course of business filed or pending against us. Although we cannot predict the outcome of such claims, suits and complaints with certainty, we do not believe that the disposition of these matters will have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

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Executive Officers of the Registrant

     Maynard H. Murch IV, Age 58, has been our Chairman of the Board since July 1979 and a director since 1977. He is also President and Chief Executive Officer of Maynard H. Murch Co., Inc. (investments), which is managing general partner of M.H.M. & Co., Ltd. (investments). Mr. Murch is also Vice President of Parker/Hunter Incorporated (dealer in securities), a successor firm to Murch and Co., Inc., a securities firm that Mr. Murch had been associated with since 1968. Mr. Murch is a director of Lumitex, Inc. and Shiloh Industries, Inc.

     Gerald L. Connelly, age 61, has been our President and Chief Executive Officer since January 1999. From April 1996 to January 1999, he was our Executive Vice President and Chief Operating Office and, from June 1994 to April 1996, he was our Vice President and President of our Process Industries Group. Previously, he served as President of Pulsafeeder, Inc. (metering pumps) for 10 years.

     Kevin J. Brown, age 44, has been our Vice President and Chief Financial Officer since January 2000. Previously, he was our Controller and Chief Accounting Officer since December 1995. Prior to joining us, he was employed by the accounting firm of Ernst & Young LLP for 15 years.

     Milton M. Hernandez, age 46, has been our Group Vice President and President, Robbins & Myers Europe since September 2001. Previously, he was our Vice President-Business Development since joining us in April 2000. Prior to that he was Managing Director-Argentina and Bolivia, Mobil Oil Corporation and Vice President, Business Development Latin America, Spain and Portugal and he also held a variety of positions in Corporate Planning and Marketing for Mobil Chemical as well as Mobil Oil.

     Karl H. Bergmann, age 58, has been our Vice President and Vice President Operations of Robbins & Myers Europe since September 2001. Prior to that he was Senior Vice President, Reactor Systems Europe since 1998 and President of Pfaudler Werke GmbH since joining us in 1994.

     Hugh E. Becker, age 64, has been our Vice President, Investor Relations and Human Resources since December 1998. From 1996 to 1998, he was our Senior Director, Investor Relations and Human Resources. Previously he held various investor relations and human resource positions for us since 1980.

     Albert L. Raiteri, age 61, has been our Treasurer since December 1998. He has held various positions in finance and accounting for us since 1972.

     Thomas J. Schockman, age 38, has been our Corporate Controller and Chief Accounting Officer since March 2000. Prior to joining us, he was employed as Controller at Spinnaker Coating, Inc. for three years and, prior to that, the accounting firm of Ernst & Young LLP for ten years.

     Joseph M. Rigot, age 59, has been our Secretary and General Counsel since 1990. He has been a partner with the law firm of Thompson Hine LLP, Dayton, Ohio for over 10 years.

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     The term of office of our executive officers is until the next Annual Meeting of Directors (December 11, 2002) or until their respective successors are elected.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

     (A)  Our common shares trade on the New York Stock Exchange under the symbol RBN. The prices presented in the following table are the high and low closing prices for the common shares for the periods presented.

                         
                    Dividends
Fiscal 2002   High   Low   Paid

 
 
 
1st Quarter
  $ 28.70     $ 22.82     $ .055  
2nd Quarter
    25.70       21.97       .055  
3rd Quarter
    29.28       23.40       .055  
4th Quarter
    26.25       18.91       .055  
                       
Fiscal 2001
                       

                       
1st Quarter
  $ 25.63     $ 22.00     $ .055  
2nd Quarter
    28.25       21.56       .055  
3rd Quarter
    29.25       24.50       .055  
4th Quarter
    28.60       24.40       .055  

     (B)  As of October 18, 2002, we had approximately 503 shareholders of record. Based on requests from brokers and other nominees, we estimate there are approximately an additional 2,306 shareholders.

     (C) Dividends paid on common shares are presented in the table in Item 5(A). Our credit agreements include certain covenants which restrict our payment of dividends. The amount of cash dividends plus stock repurchases we may incur in each fiscal year is restricted to the greater of $3,500,000 or 50% of our net income for the immediately preceding fiscal year, plus a portion of any unused amounts from the preceding fiscal year. For purposes of this test, stock repurchases related to stock option exercises or in connection with withholding taxes due under any stock plan in which employees or directors participate are not included. Under this formula, such cash dividends and treasury stock purchases in fiscal 2003 are limited to $12,159,000.

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     (D)  The following table shows certain information as of August 31, 2002 with respect to compensation plans under which common shares of the Company are authorized for issuance:

Equity Compensation Plan Information

                           
                      (c)
                      Number of Common
                      Shares remaining
                      available for
      (a)           future issuance
      Number of Common   (b)   under equity
      Shares to be issued   Weighted-average   compensation plans
      upon exercise of   exercise price of   (excluding
      outstanding   outstanding   securities
      options, warrants   options, warrants   reflected in column
      and rights   and rights   (a))
     
 
 
Equity compensation plans approved by security holders
    1,074,801     $ 24.78       537,700  
Equity compensation plans not approved by security holders
    0       0       0  
 
   
     
     
 
Total
    1,074,801     $ 24.78       537,700  
 
   
     
     
 

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ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data (1)
Robbins & Myers, Inc. and Subsidiaries
(In thousands, except percents, per share, shareholder and employee data)

                                                               
          5 Year                                                
          Average Growth   2002   2001   2000   1999   1998   1997
         
 
 
 
 
 
 
Operating Results
 
Orders
    6.3 %   $ 508,943     $ 427,275     $ 412,948     $ 373,135     $ 416,989     $ 375,042  
 
Ending backlog
            125,665       143,522       80,484       74,330       96,022       110,078  
 
Sales
    6.4       526,373       425,902       406,714       400,142       436,474       385,663  
 
Gross profit (2)
    4.6       173,764       140,734       140,234       136,166       158,713       138,781  
 
EBITDA (2, 4)
    (0.8 )     62,990       67,584       67,942       57,809       83,658       65,484  
 
EBIT (2, 3)
    (3.7 )     40,947       43,236       43,572       33,288       60,142       49,521  
 
Net income (2, 3)
    (12.9 )     14,503       19,631       18,056       11,849       31,230       28,866  
 
 
Amortization (3)
            2,015       8,187       8,077       7,660       7,670       5,170  
 
Depreciation
            20,028       16,161       16,293       16,861       15,846       10,793  
 
Capital expenditures, net
            15,112       20,200       19,842       11,612       23,020       22,071  
Financial Condition
 
Total assets
          $ 682,692     $ 660,260     $ 495,679     $ 493,852     $ 501,008     $ 372,354  
 
Total debt
            208,446       258,894       177,864       191,272       206,242       116,083  
 
Shareholders’ equity
            260,493       197,902  <