##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20459
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended August 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the transition period from _________ to _________
 Commission File Number 0-288
 ROBBINS & MYERS, INC.
  Ohio
    
    31-0424220(State or other jurisdiction of
incorporation)
    
    (I.R.S. employer
identification number)
 1400 Kettering Tower, Dayton, Ohio
    
    45423(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code
  Name of each exchange onTitle of each class
    
    which registered(1) Common Shares, without par value
    
    New York(2) 8.00 % Convertible Subordinated Notes, Due 2008
    
    New York
  þ o
 o
 þ o
 o þ




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Number of Common Shares, without par value, outstanding
at October 15, 2005
    
    
    14,673,718Aggregate market value of Common Shares, without par
value, held by non-affiliates of the Company at February 28, 2005
(the last business day of the Companys second fiscal quarter)
    
    $
    275,780,328
 DOCUMENT INCORPORATED BY REFERENCE
  TABLE OF CONTENTS  Introductory Note  RestatementITEM 1. BUSINESSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESINDEX TO EXHIBITSExhibit 21.1 Subsidiaries of the RegistrantExhibit 23.1 ConsentExhibit 24.1 Limited Power of AttorneyExhibit 31.1 CertificationExhibit 31.2 CertificationExhibit 32.1 CertificationExhibit 32.2 Certification    Table of Contents




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Introductory
Note  Restatement
   Twelve Months EndedAugust 31,2004
    
    
    2003Decrease in income tax expense from adjustments
    
    $
    1,878
    
    
    $
    255Net income as previously reported
    
    
    9,770
    
    
    
    14,368Net income as restated
    
    $
    11,648
    
    
    $
    14,623Net income per share as previously reported:Basic
    
    $
    0.67
    
    
    $
    1.00Diluted
    
    $
    0.67
    
    
    $
    1.00Net income per share as restated:Basic
    
    $
    0.80
    
    
    $
    1.02Diluted
    
    $
    0.80
    
    
    $
    1.02
 1




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##### Table of Contents



Fiscal 2005First
    
    
    Second
    
    
    ThirdQuarter
    
    
    Quarter
    
    
    QuarterDecrease (Increase) in income tax expense
from adjustments
    
    $
    1,674
    
    
    $
    (1,004
    )
    
    $
    (1,891
    )Net (loss) income as previously reported
    
    
    (2,545
    )
    
    
    1,055
    
    
    
    2,114Net (loss) income as restated
    
    $
    (871
    )
    
    $
    51
    
    
    $
    223Net (loss) income per share as previously reported:Basic
    
    $
    (0.18
    )
    
    $
    0.07
    
    
    $
    0.14Diluted
    
    $
    (0.18
    )
    
    $
    0.07
    
    
    $
    0.14Net (loss) income per share as restated:Basic
    
    $
    0.06
    
    
    $
    0.00
    
    
    $
    0.02Diluted
    
    $
    0.06
    
    
    $
    0.00
    
    
    $
    0.02
 Fiscal 2004YearEndedFirst
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    August 31,Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    2004Decrease in income tax expense
from adjustments
    
    $
    411
    
    
    $
    120
    
    
    $
    695
    
    
    $
    652
    
    
    $
    1,878Net income as previously reported
    
    
    2,139
    
    
    
    320
    
    
    
    3,814
    
    
    
    3,497
    
    
    
    9,770Net income as restated
    
    $
    2,550
    
    
    $
    440
    
    
    $
    4,509
    
    
    $
    4,149
    
    
    $
    11,648Net income per share as previously reported:Basic
    
    $
    0.15
    
    
    $
    0.02
    
    
    $
    0.26
    
    
    $
    0.24
    
    
    $
    0.67Diluted
    
    $
    0.15
    
    
    $
    0.02
    
    
    $
    0.26
    
    
    $
    0.24
    
    
    $
    0.67Net income per share as restated:Basic
    
    $
    0.18
    
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.29
    
    
    $
    0.80Diluted
    
    $
    0.18
    
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.28
    
    
    $
    0.80
 2




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##### Table of Contents



ITEM 1. BUSINESS
    Pharmaceutical
 Energy
 Industrial
  Pharmaceutical Business Segment
  3




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Reactor Systems
    Sales, Marketing and Distribution
 Aftermarket Sales.
  Markets and Competition
 Romaco
   4




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##### Table of Contents




    
    secondary processing of pharmaceuticals and cosmetic liquids, solids, creams and powders;
    
    dosing, filling and sealing of vials, capsules, tubes, bottles and blisters, as well as customized packaging; and
    
    high quality and high security on demand printing lines and robust, reliable packaging inspection systems.
  Sales, Marketing and Distribution
 Aftermarket Sales
 Markets and Competition
 Energy Business Segment
  
    
    down hole hydraulic drilling power sections and progressing cavity pumps, which we market under our Moyno brand name;
    
    tubing wear prevention equipment, such as rod guides and rod and tubing rotators marketed under New Era and Rodec;
    
    a broad line of ancillary equipment used at the wellhead, marketed under Hercules; and
    
    pipeline closure products and valves, which we market under Yale, Sentry, and Hercules brand names.
  5




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##### Table of Contents



Sales, Marketing and Distribution
 Aftermarket Sales
 Markets and Competition
  Industrial Business Segment
  Moyno and Tarby
   Sales, Marketing and Distribution
 Markets and Competition
 6




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Chemineer
    Sales, Marketing and Distribution
 Markets and Competition
 Edlon
  Sales, Marketing and Distribution
 Markets and Competition
   7




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8




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ITEM 2. PROPERTIES
   Square
    
    
    
    Products Manufactured orLocation
    
    Footage
    
    
    
    Other Use of FacilityNorth and South America:Rochester, New York
    
    500,000
    
    
    
    Reactor SystemsSpringfield, Ohio
    
    275,000
    
    
    
    Industrial Pump ProductsDayton, Ohio
    
    160,000
    
    
    
    Industrial MixersBorger, Texas
    
    115,000
    
    
    
    Wellhead products for Energy SystemsWillis, Texas
    
    110,000
    
    
    
    Down-hole pumps and power sections for Energy SystemsMexico City, Mexico
    
    110,000
    
    
    
    Reactor Systems, Industrial Pumps and Industrial MixersTaubate, Brazil
    
    100,000
    
    
    
    Reactor SystemsTomball, Texas
    
    75,000
    
    
    
    Valves and closures for Energy SystemsCharleston, West Virginia
    
    63,000
    
    
    
    Corrosion Resistant ProductsAvondale, Pennsylvania
    
    50,000
    
    
    
    Corrosion-Resistant ProductsNorth Andover, Massachusetts
    
    30,000
    
    (1)
    
    Industrial MixersSan Jose Dos Campos, Brazil
    
    30,000
    
    
    
    Reactor SystemsEdmonton, Alberta, Canada
    
    25,000 to
    
    (2)
    
    Energy Systems, including two service centers2 plants
    
    30,000 each
    
    (1)Pequannock, New Jersey
    
    62,000
    
    (1)
    
    Index equipmentMaracaibo, Venezuela
    
    10,000
    
    
    
    Energy Systems and rod guide productsEl Tigre, Venezuela
    
    10,000
    
    
    
    Energy Systems pump and rod guide productsEurope:Schwetzingen, Germany
    
    400,000
    
    
    
    Reactor SystemsLeven, Scotland
    
    240,000
    
    
    
    Reactor Systems and Corrosion-Resistant ProductsSan Donà di Piave, Italy
    
    90,000
    
    
    
    Reactor SystemsDerby, England
    
    20,000
    
    (1)
    
    Industrial MixersPetit-Rechain, Belgium
    
    15,000
    
    
    
    Power sections for Energy SystemsBolton, England
    
    24,000
    
    
    
    Reactor SystemsSouthampton, England
    
    10,000
    
    (1)
    
    Industrial Pump ProductsCampbridgeshire, England
    
    8,500
    
    
    
    Distribution Center-Romaco ProductsDAgen, France
    
    15,000
    
    (1)
    
    Manufacture of Pharma ModulesAlsbach  Hahnlein, Germany
    
    21,000
    
    
    
    Laetus equipmentRemschingen, Germany
    
    61,000
    
    (1)
    
    Siebler equipmentKarlsruhe, Germany
    
    47,000
    
    
    
    Noack equipmentNeuenburg, Germany
    
    70,000
    
    
    
    Frymakoruma equipmentBologna, Italy
    
    44,000
    
    (1)
    
    Macofar equipmentBologna, Italy
    
    11,000
    
    (1)
    
    Promatic equipmentLucca, Italy
    
    52,000
    
    
    
    Zanchetta equipmentVolketswil, Switzerland
    
    50,000
    
    (1)
    
    HAPA equipmentRheinfelden, Switzerland
    
    115,000
    
    
    
    Frymakoruma equipment
 9




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Square
    
    
    
    Products Manufactured orLocation
    
    Footage
    
    
    
    Other Use of FacilityAustralia:Tingalpa, Brisbane
    
    24,000
    
    (1)
    
    Bosspak equipmentAsia:Dalian, China
    
    50,000
    
    (5)
    
    Industrial Pump productsGujurat, India
    
    350,000
    
    (3)
    
    Reactor SystemsSuzhou, China
    
    150,000
    
    (4)
    
    Reactor SystemsSuzhou, China
    
    167,000
    
    
    
    Reactor Systems and other R&M productsSingapore
    
    5,000
    
    (1)
    
    Industrial Pump products
 
 (1)
    
    Leased facility.(2)
    
    R&M Energy Systems also operates an additional 13 (8 U.S., 5 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 (2),
Oklahoma City, Oklahoma, Odessa, Texas, Casper, Wyoming, Williston, North Dakota, Wooster,
Ohio, Trinidad, Colorado and in Alberta, Canada  Brooks, Elk Point, Provost, Hardisty and
Lloydminster.(3)
    
    Facility of a 51% owned subsidiary.(4)
    
    Facility of a 76% owned subsidiary.(5)
    
    Facility of a 60% owned subsidiary. 10




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ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  11




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Executive Officers of the Registrant
        12




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PART II
 
 ITEM 5. MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
  DividendsHigh
    
    
    Low
    
    
    PaidFiscal 20051st Quarter
    
    $
    24.42
    
    
    $
    18.98
    
    
    $
    0.0552nd Quarter
    
    
    24.47
    
    
    
    21.69
    
    
    
    0.0553rd Quarter
    
    
    24.00
    
    
    
    21.13
    
    
    
    0.0554th Quarter
    
    
    24.40
    
    
    
    21.14
    
    
    
    0.055Fiscal 20041st Quarter
    
    $
    23.38
    
    
    $
    20.49
    
    
    $
    0.0552nd Quarter
    
    
    22.45
    
    
    
    18.70
    
    
    
    0.0553rd Quarter
    
    
    22.95
    
    
    
    19.55
    
    
    
    0.0554th Quarter
    
    
    22.55
    
    
    
    17.32
    
    
    
    0.055
    13




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ITEM 6. SELECTED FINANCIAL DATA
 Selected Financial Data (1)
    2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Operating ResultsOrders
    
    $
    607,210
    
    
    $
    586,948
    
    
    $
    546,357
    
    
    $
    508,943
    
    
    $
    427,275Ending backlog
    
    
    116,491
    
    
    
    114,267
    
    
    
    111,375
    
    
    
    125,665
    
    
    
    143,522Sales
    
    
    604,773
    
    
    
    585,758
    
    
    
    560,775
    
    
    
    526,373
    
    
    
    425,902Gross profit (2)
    
    
    193,465
    
    
    
    193,004
    
    
    
    188,816
    
    
    
    173,764
    
    
    
    140,734EBIT (2,3,4)
    
    
    21,451
    
    
    
    30,317
    
    
    
    38,709
    
    
    
    40,947
    
    
    
    43,236Net (loss) income (2,3)
    
    
    (262
    )
    
    
    11,648
    
    
    
    14,623
    
    
    
    14,630
    
    
    
    19,803Financial ConditionTotal assets
    
    $
    740,335
    
    
    $
    736,078
    
    
    $
    705,491
    
    
    $
    680,705
    
    
    $
    660,913Total debt
    
    
    175,408
    
    
    
    181,702
    
    
    
    193,603
    
    
    
    208,446
    
    
    
    258,894Shareholders equity
    
    
    300,845
    
    
    
    305,398
    
    
    
    286,916
    
    
    
    261,273
    
    
    
    198,555Total capitalization
    
    
    476,253
    
    
    
    487,100
    
    
    
    480,519
    
    
    
    469,719
    
    
    
    457,449Performance StatisticsPercent of sales:Gross profit (2)
    
    
    32.0
    %
    
    
    32.9
    %
    
    
    33.7
    %
    
    
    33.0
    %
    
    
    33.0
    %EBIT (2,3,4)
    
    
    3.5
    
    
    
    5.2
    
    
    
    6.9
    
    
    
    7.8
    
    
    
    10.2Debt as a % of total capitalization
    
    
    36.8
    
    
    
    37.3
    
    
    
    40.3
    
    
    
    44.4
    
    
    
    56.6EBIT return on average net assets (8)
    
    
    4.4
    
    
    
    6.2
    
    
    
    8.0
    
    
    
    8.9
    
    
    
    12.4Net (loss) income return on avg. equity
    
    
    (0.1
    )
    
    
    3.9
    
    
    
    5.3
    
    
    
    6.7
    
    
    
    11.2Per Share
DataNet
 (loss) income per share, diluted (2,3)
    
    $
    (0.02
    )
    
    $
    0.80
    
    
    $
    1.02
    
    
    $
    1.15
    
    
    $
    1.64Dividends declared
    
    
    0.22
    
    
    
    0.22
    
    
    
    0.22
    
    
    
    0.22
    
    
    
    0.22Market price of common stock:High
    
    $
    24.47
    
    
    $
    23.38
    
    
    $
    22.77
    
    
    $
    29.28
    
    
    $
    29.25Low
    
    
    18.98
    
    
    
    17.32
    
    
    
    13.29
    
    
    
    18.91
    
    
    
    21.56Close
    
    
    21.93
    
    
    
    19.10
    
    
    
    22.73
    
    
    
    18.91
    
    
    
    28.38P/E ratio at August 31, diluted
    
    
    
    
    
    
    23.88
    
    
    
    22.28
    
    
    
    16.44
    
    
    
    17.30Other DataCash flow from operations
    
    $
    26,815
    
    
    $
    26,353
    
    
    $
    45,636
    
    
    $
    44,540
    
    
    $
    30,984Capital expenditures, net
    
    
    20,263
    
    
    
    9,884
    
    
    
    7,869
    
    
    
    15,112
    
    
    
    20,200Free cash flow (5)
    
    
    6,552
    
    
    
    16,469
    
    
    
    37,767
    
    
    
    29,428
    
    
    
    10,784Amortization (3)
    
    $
    2,519
    
    
    $
    2,738
    
    
    $
    2,189
    
    
    $
    2,015
    
    
    $
    8,187Depreciation
    
    
    17,874
    
    
    
    18,639
    
    
    
    20,093
    
    
    
    20,028
    
    
    
    16,161Enterprise value (6)
    
    
    497,077
    
    
    
    459,168
    
    
    
    521,483
    
    
    
    479,483
    
    
    
    591,650Shares outstanding at year end
    
    
    14,668
    
    
    
    14,527
    
    
    
    14,425
    
    
    
    14,333
    
    
    
    11,726Average diluted shares (7)
    
    
    16,423
    
    
    
    16,285
    
    
    
    16,492
    
    
    
    14,688
    
    
    
    13,465Shareholders of record
    
    
    404
    
    
    
    430
    
    
    
    503
    
    
    
    486
    
    
    
    530Number of employees
    
    
    3,585
    
    
    
    3,824
    
    
    
    3,904
    
    
    
    3,921
    
    
    
    4,334
 14




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1.
    
    Fiscal 2003 reflected the acquisition of Tarby on November 15, 2002. Fiscal 2001
reflected the acquisition of Romaco on August 31, 2001. The August 31, 2001 Consolidated
Balance Sheet data included Romaco, but the fiscal 2001 Consolidated Statement of
Operations data did not include Romaco.2.
    
    Fiscal 2005 includes costs of $7,902,000 related to the restructuring of our
Pharmaceutical segment, including inventory write-downs of $1,130,000 that are included in
gross profit. Fiscal 2005 also includes a loss of $2,114,000 related to asset dispositions
in our Industrial segment. See Note 5 of Notes to Consolidated Financial Statements. Fiscal
2004 included charges of $1,378,000 related to the retirement of our former President & CEO
and severance costs of $761,000 related to the consolidation of our Reactor Systems
business in Italy. Fiscal 2001 included charges of $2,492,000 related to our global
reorganization program, including inventory write-downs of $1,000,000 that are included in
gross profit. These special items decreased fiscal 2005 net income by $6,310,000 ($0.44 per
diluted share), decreased fiscal 2004 net income by $1,390,000 ($.10 per diluted share) and
decreased fiscal 2001 net income by $1,670,000 ($0.12 per diluted share).3.
    
    In July 2001, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets. SFAS No. 142
established accounting and reporting standards for intangible assets and goodwill. It
required that goodwill and certain intangible assets no longer be amortized to earnings,
but instead be reviewed periodically for impairment. We adopted this pronouncement as of
the beginning of fiscal 2002. Had the new pronouncement been adopted at the beginning of
fiscal 2001, goodwill amortization of $5,420,000 would not have been recorded in fiscal
2001 and net income per diluted share in fiscal 2001 would have been $1.88.4.
    
    EBIT represents income before interest and income taxes and is reconciled to net income
on our Consolidated Statement of Operations. EBIT is not 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. We evaluate
performance of our business segments and allocate resources based on EBIT.5.
    
    Free Cash Flow represents net cash and cash equivalents provided by operating
activities, less capital expenditures. Free Cash Flow is used as a measure of cash
generated for acquisitions and financing activities. Free Cash Flow is not a measure of
performance calculated in accordance with accounting principles generally accepted in the
United States, and should not be considered an alternative to cash flow as a measure of our
liquidity.6.
    
    Enterprise value represents market capitalization of shares outstanding at year end
plus total debt.7.
    
    Fiscal 2005 and 2004 reflected an additional 1,778,000 shares, fiscal 2003 reflected an
additional 2,090,000 shares and fiscal 2002 and fiscal 2001 reflected an additional
2,190,000 shares related to the convertible notes outstanding.8.
    
    EBIT return on average net assets is not 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 return on average equity. EBIT return on
average net assets is computed as EBIT divided by the summation of total assets less
accounts payable, accrued liabilities, deferred tax liabilities, other long-term
liabilities and minority interest. This measure is used to evaluate the return on the
assets employed by our business segments.
 15




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Restatement of Financial Statements
   Twelve Months EndedAugust 31,2004
    
    
    2003Decrease in income tax expense from adjustments
    
    $
    1,878
    
    
    $
    255Net income as previously reported
    
    
    9,770
    
    
    
    14,368Net income as restated
    
    $
    11,648
    
    
    $
    14,623Net income per share as previously reported:Basic
    
    $
    0.67
    
    
    $
    1.00Diluted
    
    $
    0.67
    
    
    $
    1.00Net income per share as restated:Basic
    
    $
    0.80
    
    
    $
    1.02Diluted
    
    $
    0.80
    
    
    $
    1.02
 Overview
  Pharmaceutical
 Energy
 16




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Industrial
 Romaco
  Safe Harbor Statement
  17




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##### Table of Contents



Results of Operations
  Consolidated
    
    2005
    
    
    2004
    
    
    2003Sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales
    
    
    68.0
    
    
    
    67.1
    
    
    
    66.3Gross profit
    
    
    32.0
    
    
    
    32.9
    
    
    
    33.7SG&A expenses
    
    
    26.6
    
    
    
    26.9
    
    
    
    26.4Amortization
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.4Other
    
    
    1.5
    
    
    
    0.3
    
    
    
    0.0EBIT
    
    
    3.5
    %
    
    
    5.2
    %
    
    
    6.9
    %
 By Segment
    
    2005
    
    
    2004
    
    
    2003(In thousands, except percents)Pharmaceutical:Sales
    
    $
    337,347
    
    
    $
    343,047
    
    
    $
    342,415EBIT
    
    
    (2,099
    )
    
    
    10,317
    
    
    
    21,401EBIT %
    
    
    (0.6
    )%
    
    
    3.0
    %
    
    
    6.3
    %Energy:Sales
    
    $
    137,038
    
    
    $
    115,884
    
    
    $
    95,487EBIT
    
    
    33,224
    
    
    
    27,424
    
    
    
    20,941EBIT %
    
    
    24.2
    %
    
    
    23.7
    %
    
    
    21.9
    %Industrial:Sales
    
    $
    130,388
    
    
    $
    126,827
    
    
    $
    122,873EBIT
    
    
    5,440
    
    
    
    8,349
    
    
    
    8,791EBIT %
    
    
    4.2
    %
    
    
    6.6
    %
    
    
    7.2
    %Total:Sales
    
    $
    604,773
    
    
    $
    585,758
    
    
    $
    560,775EBIT
    
    
    21,451
    
    
    
    30,317
    
    
    
    38,709EBIT %
    
    
    3.5
    %
    
    
    5.2
    %
    
    
    6.9
    %
  
    
    Plant closures (one of two Reactor Systems facilities in Italy, a Reactor Systems
facility in Mexico and the Unipac facility of Romaco in Italy).
    
    Headcount reductions to support the Reactor Systems product line reorganization and to
bring the personnel costs in line with the current level of business.
    
    Headcount reductions at Romaco with the Unipac integration into the Macofar facility and
removal of duplicate administrative costs at other locations.
  
    
    The Unipac facility and the Reactor Systems facility in Italy have been sold. The Mexico
facility will be closed soon and we have negotiated a contract for the sale of the
facility.
    
    Headcount has been reduced by 242.
  18




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##### Table of Contents




    
    $5.7 million of termination benefits related to the aforementioned headcount reductions.
    
    $1.1 million to write-down inventory and $0.4 million to write-off identifiable
intangibles related to discontinued product lines. The inventory charge is included in
cost of sales.
    
    $0.3 million to write-down to estimated net realizable value the facilities that we
exited and prepare the facilities for sale.
    
    $0.4 million to write down equipment to net realizable value, relocate equipment,
relocate employees and other costs.
  Other Asset Dispositions
  19




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##### Table of Contents



Fiscal Year Ended August 31, 2005 Compared with Fiscal Year Ended August 31, 2004
 Net Sales
     Earnings Before Interest and Income Taxes (EBIT)
       20




---



##### Table of Contents



Interest expense
  Income taxes
  Net loss
  21




---



##### Table of Contents



Fiscal Year Ended August 31, 2004 Compared with Fiscal Year Ended August 31, 2003
 Net Sales
     Earnings Before Interest and Income Taxes (EBIT)
     22




---



##### Table of Contents



Interest Expense
  Income Taxes
  Net Income
  23




---



##### Table of Contents



Liquidity and Capital Resources
 Operating Activities
   Investing Activities
   Financing Activities
  Credit Agreement
  Critical Accounting Policies and Estimates
  Revenue Recognition
  24




---



##### Table of Contents



Use of Estimates
       Goodwill
  Foreign Currency Accounting
  25




---



##### Table of Contents



Pensions
     New Accounting Pronouncements
  26




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     27




---



##### Table of Contents



U.S. Dollar
    
    
    U.S. Dollar
    
    
    Non-U.S Dollar
    
    
    Non-U.S. DollarFixed Rate
    
    
    Variable Rate
    
    
    Fixed Rate
    
    
    Variable RateMaturity Date
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate(In thousands, except percents)2006
    
    $
    0
    
    
    
    0.00
    
    
    $
    700
    
    
    
    6.50
    
    
    $
    4,419
    
    
    
    6.30
    
    
    $
    3,497
    
    
    
    3.392007
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    22,393
    
    
    
    9.95
    
    
    
    2,181
    
    
    
    4.322008
    
    
    80,000
    
    
    
    7.38
    
    
    
    30,000
    
    
    
    6.50
    
    
    
    168
    
    
    
    3.32
    
    
    
    427
    
    
    
    3.752009
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    134
    
    
    
    2.00
    
    
    
    427
    
    
    
    3.752010
    
    
    30,000
    
    
    
    6.84
    
    
    
    0
    
    
    
    0.00
    
    
    
    208
    
    
    
    2.00
    
    
    
    427
    
    
    
    3.75Thereafter
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    0.00
    
    
    
    427
    
    
    
    3.75Total
    
    $
    110,000
    
    
    
    7.23
    %
    
    $
    30,700
    
    
    
    6.50
    %
    
    $
    27,322
    
    
    
    9.22
    %
    
    $
    7,386
    
    
    
    3.75
    %Fair value
    
    $
    107,800
    
    
    
    
    
    
    $
    30,700
    
    
    
    
    
    
    $
    27,322
    
    
    
    
    
    
    $
    7,386
  Payments Due by PeriodTwo toLong-term contractual
    
    
    
    
    
    One year
    
    
    three
    
    
    Four to
    
    
    After fiveobligations
    
    Total
    
    
    or less
    
    
    years
    
    
    five years
    
    
    years(In thousands)Debt obligations
    
    $
    175,408
    
    
    $
    8,616
    
    
    $
    135,169
    
    
    $
    31,196
    
    
    $
    427Capital lease obligations
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Operating leases (1)
    
    
    19,035
    
    
    
    5,182
    
    
    
    7,681
    
    
    
    4,683
    
    
    
    1,489Unconditional purchase
obligations
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Total contractual cash
obligations
    
    $
    194,443
    
    
    $
    13,798
    
    
    $
    142,850
    
    
    $
    35,879
    
    
    $
    1,916
 
 (1)
    
    Operating leases consist primarily of building and equipment leases. Amount of Commitment Expiration Per PeriodTwo toOther commercial
    
    
    
    
    
    One year
    
    
    three
    
    
    Four to
    
    
    After fivecommitments
    
    Total
    
    
    or less
    
    
    years
    
    
    five years
    
    
    years(In thousands)Lines of credit
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Standby letters of credit
    
    
    21,800
    
    
    
    21,800
    
    
    
    0
    
    
    
    0
    
    
    
    0Guarantees
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Standby repurchase
obligations
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Other commercial
commitments
    
    
    212
    
    
    
    212
    
    
    
    0
    
    
    
    0
    
    
    
    0Total commercial
commitments
    
    $
    22,012
    
    
    $
    22,012
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
 28




---



##### Table of Contents



ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Report of Independent Registered Public Accounting Firm
 
      Accounting for Income Taxes
  29




---



##### Table of Contents



Financial Statement Close Process
    
 30




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
      
 31




---



##### Table of Contents



CONSOLIDATED BALANCE SHEET
 August 31,2005
    
    
    2004(restated)ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    23,043
    
    
    $
    8,640Accounts receivable
    
    
    128,676
    
    
    
    130,571Inventories
    
    
    102,652
    
    
    
    107,478Other current assets
    
    
    7,121
    
    
    
    8,033Deferred taxes
    
    
    10,216
    
    
    
    9,590Total Current Assets
    
    
    271,708
    
    
    
    264,312Goodwill
    
    
    309,281
    
    
    
    306,220Other Intangible Assets
    
    
    14,927
    
    
    
    15,769Other Assets
    
    
    13,807
    
    
    
    10,070Property, Plant and Equipment
    
    
    130,612
    
    
    
    139,707$
    740,335
    
    
    $
    736,078LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    67,183
    
    
    $
    61,540Accrued expenses
    
    
    97,090
    
    
    
    92,958Current portion of long-term debt
    
    
    8,616
    
    
    
    8,333Total Current Liabilities
    
    
    172,889
    
    
    
    162,831Long-Term Debt  Less Current Portion
    
    
    166,792
    
    
    
    173,369Deferred Taxes
    
    
    3,721
    
    
    
    4,329Other Long-Term Liabilities
    
    
    86,149
    
    
    
    80,925Minority Interest
    
    
    9,939
    
    
    
    9,226Shareholders Equity:Common stock-without par value:Authorized shares-40,000,000Issued shares-14,668,487 in 2005 (14,526,860 in 2004)
    
    
    110,291
    
    
    
    106,985Treasury shares-308 in 2005 and 2004
    
    
    (10
    )
    
    
    (10
    )Retained earnings
    
    
    193,968
    
    
    
    197,443Accumulated other comprehensive (loss) income:Foreign currency translation
    
    
    17,824
    
    
    
    17,149Fair value of interest rate swap
    
    
    (943
    )
    
    
    (627
    )Minimum pension liability
    
    
    (20,285
    )
    
    
    (15,542
    )Total
    
    
    (3,404
    )
    
    
    980300,845
    
    
    
    305,398$
    740,335
    
    
    $
    736,078
  32




---



##### Table of Contents



CONSOLIDATED SHAREHOLDERS EQUITY STATEMENT
 AccumulatedOtherComprehensiveCommon
    
    
    Treasury
    
    
    Retained
    
    
    IncomeShares
    
    
    Shares
    
    
    Earnings
    
    
    (Loss)
    
    
    Total(restated)
    
    
    
    
    
    
    (restated)Balance at September 1, 2002 (restated)
    
    $
    103,952
    
    
    $
    (29
    )
    
    $
    177,407
    
    
    $
    (20,057
    )
    
    $
    261,273Net income (restated)
    
    
    
    
    
    
    
    
    
    
    14,623
    
    
    
    
    
    
    
    14,623Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,576
    
    
    
    14,576Change in fair value of interest rate swap
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,125
    )
    
    
    (1,125
    )Change in minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (332
    )
    
    
    (332
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,742Cash dividend declared, $0.22 per share
    
    
    
    
    
    
    
    
    
    
    (3,150
    )
    
    
    
    
    
    
    (3,150
    )Stock options exercised, 36,000 shares
    
    
    357
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    357Proceeds from share sales, 55,876 shares
    
    
    519
    
    
    
    19
    
    
    
    
    
    
    
    
    
    
    
    538Tax benefit of stock option exercised
    
    
    156
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156Balance at August 31, 2003
    
    
    104,984
    
    
    
    (10
    )
    
    
    188,880
    
    
    
    (6,938
    )
    
    
    286,916Net income (restated)
    
    
    
    
    
    
    
    
    
    
    11,648
    
    
    
    
    
    
    
    11,648Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,974
    
    
    
    11,974Change in fair value of interest rate swap
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    498
    
    
    
    498Change in minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,554
    )
    
    
    (4,554
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,566Cash dividend declared, $0.22 per share
    
    
    
    
    
    
    
    
    
    
    (3,085
    )
    
    
    
    
    
    
    (3,085
    )Stock options exercised, 51,000 shares
    
    
    618
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    618Proceeds from share sales, 50,178 shares
    
    
    895
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    895Stock compensation
    
    
    312
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    312Tax benefit of stock option exercised
    
    
    176
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176Balance at August 31, 2004
    
    
    106,985
    
    
    
    (10
    )
    
    
    197,443
    
    
    
    980
    
    
    
    305,398Net loss
    
    
    
    
    
    
    
    
    
    
    (262
    )
    
    
    
    
    
    
    (262
    )Change in foreign currency translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    675
    
    
    
    675Change in fair value of interest rate swap
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (316
    )
    
    
    (316
    )Change in minimum pension liability
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,743
    )
    
    
    (4,743
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,646
    )Cash dividend declared, $0.22 per share
    
    
    
    
    
    
    
    
    
    
    (3,213
    )
    
    
    
    
    
    
    (3,213
    )Stock options exercised, 73,000 shares
    
    
    1,440
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,440Proceeds from share sales, 47,705 shares
    
    
    1,052
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,052Stock compensation, 20,922 shares
    
    
    452
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    452Performance stock award expense
    
    
    250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250Tax benefit of stock option exercised
    
    
    112
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112Balance at August 31, 2005
    
    $
    110,291
    
    
    $
    (10
    )
    
    $
    193,968
    
    
    $
    (3,404
    )
    
    $
    300,845
  33




---



##### Table of Contents



CONSOLIDATED STATEMENT OF OPERATIONS
 Years ended August 31,2005
    
    
    2004
    
    
    2003(restated)
    
    
    (restated)Sales
    
    $
    604,773
    
    
    $
    585,758
    
    
    $
    560,775Cost of sales
    
    
    411,308
    
    
    
    392,754
    
    
    
    371,959Gross profit
    
    
    193,465
    
    
    
    193,004
    
    
    
    188,816Selling, general and administrative expenses
    
    
    160,609
    
    
    
    157,810
    
    
    
    147,918Amortization
    
    
    2,519
    
    
    
    2,738
    
    
    
    2,189Other
    
    
    8,886
    
    
    
    2,139
    
    
    
    0Income before interest and income taxes
    
    
    21,451
    
    
    
    30,317
    
    
    
    38,709Interest expense
    
    
    14,433
    
    
    
    14,427
    
    
    
    15,628Income before income taxes and minority interest
    
    
    7,018
    
    
    
    15,890
    
    
    
    23,081Income tax expense
    
    
    5,840
    
    
    
    3,685
    
    
    
    7,474Minority interest
    
    
    1,440
    
    
    
    557
    
    
    
    984Net (loss) income
    
    $
    (262
    )
    
    $
    11,648
    
    
    $
    14,623Net (loss) income per shareBasic
    
    $
    (0.02
    )
    
    $
    0.80
    
    
    $
    1.02Diluted
    
    $
    (0.02
    )
    
    $
    0.80
    
    
    $
    1.02
  34




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##### Table of Contents



CONSOLIDATED CASH FLOW STATEMENT
 Years Ended August 31,2005
    
    
    2004
    
    
    2003OPERATING ACTIVITIES
    
    
    
    
    
    (restated)
    
    (restated)Net (loss) income
    
    $
    (262
    )
    
    $
    11,648
    
    
    $
    14,623Adjustments to reconcile net (loss) income to net cash
and cash equivalents provided by operating activities:Depreciation
    
    
    17,874
    
    
    
    18,639
    
    
    
    20,093Amortization
    
    
    2,519
    
    
    
    2,738
    
    
    
    2,189Deferred taxes
    
    
    1,234
    
    
    
    (2,750
    )
    
    
    3,612Stock compensation
    
    
    702
    
    
    
    312
    
    
    
    0Loss on sale of business/facilities
    
    
    1,974
    
    
    
    0
    
    
    
    0Changes in operating assets and liabilities  excluding
the effect of acquisitions:Accounts receivable
    
    
    3,380
    
    
    
    (3,524
    )
    
    
    3,392Inventories
    
    
    1,819
    
    
    
    (6,018
    )
    
    
    2,807Other assets
    
    
    (3,948
    )
    
    
    (2,967
    )
    
    
    (1,537
    )Accounts payable
    
    
    4,978
    
    
    
    8,755
    
    
    
    4,815Accrued expenses and other liabilities
    
    
    (3,455
    )
    
    
    (480
    )
    
    
    (4,358
    )Net cash and cash equivalents provided by operating activities
    
    
    26,815
    
    
    
    26,353
    
    
    
    45,636INVESTING ACTIVITIESCapital expenditures, net of nominal disposals
    
    
    (20,263
    )
    
    
    (9,884
    )
    
    
    (7,869
    )Proceeds from sale of business/facilities
    
    
    15,798
    
    
    
    0
    
    
    
    0Purchase of Tarby
    
    
    0
    
    
    
    0
    
    
    
    (13,146
    )Net cash and cash equivalents used by investing activities
    
    
    (4,465
    )
    
    
    (9,884
    )
    
    
    (21,015
    )FINANCING ACTIVITIESProceeds from debt borrowings
    
    
    104,876
    
    
    
    82,658
    
    
    
    72,485Payments of long-term debt
    
    
    (111,840
    )
    
    
    (100,184
    )
    
    
    (93,038
    )Amended credit agreement fees
    
    
    (262
    )
    
    
    (1,078
    )
    
    
    0Proceeds from sale of common stock
    
    
    2,492
    
    
    
    1,513
    
    
    
    895Dividend paid
    
    
    (3,213
    )
    
    
    (3,085
    )
    
    
    (3,150
    )Net cash and cash equivalents used by financing activities
    
    
    (7,947
    )
    
    
    (20,176
    )
    
    
    (22,808
    )Increase (decrease) in cash and cash equivalents
    
    
    14,403
    
    
    
    (3,707
    )
    
    
    1,813Cash and cash equivalents at beginning of year
    
    
    8,640
    
    
    
    12,347
    
    
    
    10,534Cash and cash equivalents at end of year
    
    $
    23,043
    
    
    $
    8,640
    
    
    $
    12,347
  35




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  SUMMARY OF ACCOUNTING POLICIES
 Consolidation
  Use of Estimates
  Accounts Receivable
   Inventories
  Goodwill and Other Intangible Assets
   Patents and trademarks
    
    14 to 17 yearsNon-compete agreements
    
    3 to 5 yearsFinancing costs
    
    3 to 5 years
 Property, Plant and Equipment
  Land improvements
    
    20 yearsBuildings
    
    45 yearsMachinery and equipment
    
    3 to 15 years
 36




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##### Table of Contents



Foreign
Currency Accounting
  Product
Warranties
   2005
    
    
    2004(In thousands)Balance at beginning of the fiscal year
    
    $
    8,330
    
    
    $
    9,310Warranties issued
    
    
    3,348
    
    
    
    1,613Settlements made
    
    
    (2,502
    )
    
    
    (2,593
    )Balance at end of the fiscal year
    
    $
    9,176
    
    
    $
    8,330
 Consolidated
Statement of Operations
  Revenue
Recognition
  Income
Taxes
   Consolidated
Cash Flow Statement
  37




---



##### Table of Contents



Fair
Value of Financial Instruments
     Common
Stock Plans
  2005
    
    
    2004
    
    
    2003(restated)
    
    (restated)Net (loss) income, as reported
    
    $
    (262
    )
    
    $
    11,648
    
    
    $
    14,623Deduct: Total Stock-based employee
compensation expense determined under
fair value based method for all awards, net
of related tax effects
    
    
    1,005
    
    
    
    1,089
    
    
    
    1,156Pro forma net (loss) income
    
    $
    (1,267
    )
    
    $
    10,559
    
    
    $
    13,467(Loss) Income per share:Basic  as reported
    
    $
    (0.02
    )
    
    $
    0.80
    
    
    $
    1.02Basic  pro forma
    
    $
    (0.09
    )
    
    $
    0.73
    
    
    $
    0.94Diluted  as reported
    
    $
    (0.02
    )
    
    $
    0.80
    
    
    $
    1.02Diluted  pro forma
    
    $
    (0.09
    )
    
    $
    0.73
    
    
    $
    0.94
  2004
    
    
    2003Expected volatility of common stock
    
    
    32.50
    %
    
    
    33.60
    %Risk free interest rate
    
    
    4.70
    
    
    
    4.60Dividend yield
    
    
    .75
    
    
    
    .75Expected life of option
    
    

    6.90
    yrs

    
    
    6.90
    yrsFair value at grant date
    
    $
    8.85
    
    
    $
    7.80
  Derivatives
and Hedging Activities
  38




---



##### Table of Contents



Reclassifications
  NOTE 2
 RESTATEMENT OF FINANCIAL STATEMENTS
   Twelve Months Ended August 31,2004
    
    
    2003Decrease in income tax expense from restatement adjustments
    
    $
    1,878
    
    
    $
    255Net income as previously reported
    
    
    9,770
    
    
    
    14,368Net income as restated
    
    $
    11,648
    
    
    $
    14,623Net income per share as previously reported:Basic
    
    $
    0.67
    
    
    $
    1.00Diluted
    
    $
    0.67
    
    
    $
    1.00Net income per share as restated:Basic
    
    $
    0.80
    
    
    $
    1.02Diluted
    
    $
    0.80
    
    
    $
    1.02
 39




---



##### Table of Contents



Fiscal 2005First
    
    
    Second
    
    
    ThirdQuarter
    
    
    Quarter
    
    
    QuarterDecrease (Increase) in income tax expense from adjustments
    
    $
    1,674
    
    (
    $
    1,004
    )
    (
    $
    1,891
    )Net (loss) income as previously reported
    
    
    (2,545
    )
    
    
    1,055
    
    
    
    2,114Net (loss) income as restated
    (
    $
    871
    )
    
    $
    51
    
    
    $
    223Net (loss) income per share as previously reported:Basic
    (
    $
    0.18
    )
    
    $
    0.07
    
    
    $
    0.14Diluted
    (
    $
    0.18
    )
    
    $
    0.07
    
    
    $
    0.14Net (loss) income per share as restated:Basic
    
    $
    0.06
    
    
    $
    0.00
    
    
    $
    0.02Diluted
    
    $
    0.06
    
    
    $
    0.00
    
    
    $
    0.02
 Fiscal 2004YearEndedFirst
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    August 31,Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    2004Decrease in income tax expense from adjustments
    
    $
    411
    
    
    $
    120
    
    
    $
    695
    
    
    $
    652
    
    
    $
    1,878Net income as previously reported
    
    
    2,139
    
    
    
    320
    
    
    
    3,814
    
    
    
    3,497
    
    
    
    9,770Net income as restated
    
    $
    2,550
    
    
    $
    440
    
    
    $
    4,509
    
    
    $
    4,149
    
    
    $
    11,648Net income per share as previously reported:Basic
    
    $
    0.15
    
    
    $
    0.02
    
    
    $
    0.26
    
    
    $
    0.24
    
    
    $
    0.67Diluted
    
    $
    0.15
    
    
    $
    0.02
    
    
    $
    0.26
    
    
    $
    0.24
    
    
    $
    0.67Net income per share as restated:Basic
    
    $
    0.18
    
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.29
    
    
    $
    0.80Diluted
    
    $
    0.18
    
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.28
    
    
    $
    0.80
 40




---



##### Table of Contents



AsPreviously
    
    
    
    
    
    AsReported*
    
    Adjustments
    
    RestatedOther current assets
    
    
    7,394
    
    
    
    639
    
    
    
    8,033Deferred taxes  current
    
    
    7,901
    
    
    
    1,689
    
    
    
    9,590Total current assets
    
    
    261,984
    
    
    
    2,328
    
    
    
    264,312Goodwill
    
    
    307,566
    
    
    
    (1,346
    )
    
    
    306,220Other assets  noncurrent
    
    
    8,216
    
    
    
    1,854
    
    
    
    10,070Total assets
    
    
    733,242
    
    
    
    2,836
    
    
    
    736,078Accrued expenses
    
    
    93,035
    
    
    
    (77
    )
    
    
    92,958Total current liabilities
    
    
    162,908
    
    
    
    (77
    )
    
    
    162,831Retained earnings
    
    
    194,530
    
    
    
    2,913
    
    
    
    197,443Total equity
    
    
    302,485
    
    
    
    2,913
    
    
    
    305,398Total liabilities and equity
    
    
    733,242
    
    
    
    2,836
    
    
    
    736,078
 
 *
    
    The amounts presented as originally reported have been changed from prior year to reflect
reclassifications made to conform with the 2005 presentation. These reclassifications are not
related to the Restatement. NOTE 3  NEW ACCOUNTING PRONOUNCEMENTS
  41




---



##### Table of Contents



NOTE 4  BALANCE SHEET INFORMATION
 2005
    
    
    2004(In thousands)Accounts receivableAllowances for doubtful accounts
    
    $
    4,632
    
    
    $
    4,018InventoriesFIFO:Finished products
    
    $
    38,363
    
    
    $
    29,958Work in process
    
    
    32,602
    
    
    
    37,072Raw materials
    
    
    39,847
    
    
    
    47,521110,812
    
    
    
    114,551LIFO reserve, U.S. inventories
    
    
    (8,160
    )
    
    
    (7,073
    )$
    102,652
    
    
    $
    107,478Non-U.S. inventories at FIFO
    
    $
    70,866
    
    
    $
    73,960Property, plant and equipmentLand and improvements
    
    $
    17,610
    
    
    $
    18,528Buildings
    
    
    89,064
    
    
    
    90,439Machinery and equipment
    
    
    167,765
    
    
    
    169,537274,439
    
    
    
    278,504Less accumulated depreciation
    
    
    143,827
    
    
    
    138,797$
    130,612
    
    
    $
    139,707Accrued expenses
    
    
    
    
    
    (restated)Salaries, wages and payroll taxes
    
    $
    24,297
    
    
    $
    21,919Customer advances
    
    
    15,843
    
    
    
    18,894Pension benefits
    
    
    6,763
    
    
    
    6,956U.S. and other postretirement benefits
    
    
    2,000
    
    
    
    2,000Warranty costs
    
    
    9,176
    
    
    
    8,330Accrued interest
    
    
    4,403
    
    
    
    4,222Income taxes
    
    
    5,332
    
    
    
    4,543Commissions
    
    
    5,066
    
    
    
    3,640Other
    
    
    24,210
    
    
    
    22,454$
    97,090
    
    
    $
    92,958Other long-term liabilitiesGerman pension liability
    
    $
    37,597
    
    
    $
    34,142U.S. other postretirement benefits
    
    
    11,962
    
    
    
    11,634U.S. pension liability
    
    
    23,930
    
    
    
    21,189Other
    
    
    12,660
    
    
    
    13,960$
    86,149
    
    
    $
    80,925
 42




---



##### Table of Contents



NOTE 5  CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION
 2005
    
    
    2004
    
    
    2003(In thousands)Pharmaceutical segment restructuring costs
    
    $
    7,902
    
    
    $
    761
    
    
    $
    0Industrial segment asset disposition losses
    
    
    2,114
    
    
    
    0
    
    
    
    0CEO retirement costs
    
    
    0
    
    
    
    1,378
    
    
    
    0$
    10,016
    
    
    $
    2,139
    
    
    $
    0
  
    
    Plant closures (one of two Reactor Systems facilities in Italy, a Reactor Systems
facility in Mexico and the Unipac facility of Romaco in Italy).
    
    Headcount reductions to support the Reactor Systems business reorganization and to bring
the personnel costs in line with the current level of business.
    
    Headcount reductions at Romaco with the Unipac integration into the Macofar facility and
removal of duplicate administrative costs at other locations.
  
    
    The Unipac facility and the Reactor Systems facility in Italy have been sold. The Mexico
facility will be closed soon and we have negotiated a contract for the sale of the
facility.
    
    The Reactor Systems headcount has been reduced by 134.
    
    The Romaco headcount has been reduced by 108.
  
    
    $5,677,000 of termination benefits related to the aforementioned headcount reductions.
    
    $1,130,000 to write-down inventory and $355,000 to write-off intangibles related to
discontinued product lines. The inventory charge is included in cost of sales.
    
    $332,000 to write-down to estimated net realizable value the facilities that we exited
and prepare the facilities for sale.
    
    $408,000 to write down equipment to net realizable value, relocate equipment, relocate
employees and other costs.
  (In thousands)Liability recorded
    
    $
    5,677Payments made
    
    
    (4,603
    )Change in estimate
    
    
    0Liability at August 31, 2005
    
    $
    1,074
 43




---



##### Table of Contents



(In thousands)Liability for retirement payments
    
    $
    603FAS 88 expense for previously unrecognized losses
    
    
    153Impact of stock option modifications
    
    
    312Liability for new CEO search fees
    
    
    310Total
    
    $
    1,378
   Minimum lease payments
  (In thousands)2006
    
    $
    5,1822007
    
    
    4,3312008
    
    
    3,3502009
    
    
    2,7332010
    
    
    1,950Thereafter
    
    
    1,489$
    19,035
  44




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##### Table of Contents



NOTE 6  CASH FLOW STATEMENT INFORMATION
     2005
    
    2004
    
    2003(in thousands)Interest paid
    
    $
    14,252
    
    
    $
    14,205
    
    
    $
    15,696Taxes paid  net of refunds
    
    
    7,811
    
    
    
    8,345
    
    
    
    4,110
 NOTE 7  GOODWILL AND OTHER INTANGIBLE ASSETS
  Segment (in thousands)
    
    Pharmaceutical
    
    
    Energy
    
    
    Industrial
    
    
    Total(restated)Balance as of September 1, 2003
    
    $
    173,693
    
    
    $
    69,528
    
    
    $
    52,083
    
    
    $
    295,304Goodwill acquired during the period
    
    
    (1,346
    )
    
    
    0
    
    
    
    202
    
    
    
    (1,144
    )Translation adjustments and other
    
    
    11,350
    
    
    
    710
    
    
    
    0
    
    
    
    12,060Balance as of August 31, 2004
    
    
    183,697
    
    
    
    70,238
    
    
    
    52,285
    
    
    
    306,220Goodwill acquired during the period
    
    
    0
    
    
    
    0
    
    
    
    49
    
    
    
    49Translation adjustments and other
    
    
    1,527
    
    
    
    1,438
    
    
    
    47
    
    
    
    3,012Balance as of August 31, 2005
    
    $
    185,224
    
    
    $
    71,676
    
    
    $
    52,381
    
    
    $
    309,281
  45




---



##### Table of Contents



2005
    
    
    2004Carrying
    
    
    Accumulated
    
    
    
    
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Net
    
    
    Amount
    
    
    Amortization
    
    
    Net(In thousands)Patents and trademarks
    
    $
    9,678
    
    
    $
    6,027
    
    
    $
    3,651
    
    
    $
    8,921
    
    
    $
    5,492
    
    
    $
    3,429Non-compete agreements
    
    
    8,800
    
    
    
    5,739
    
    
    
    3,061
    
    
    
    8,750
    
    
    
    5,327
    
    
    
    3,423Financing costs
    
    
    8,855
    
    
    
    6,495
    
    
    
    2,360
    
    
    
    8,592
    
    
    
    5,629
    
    
    
    2,963Pension intangible
    
    
    5,148
    
    
    
    0
    
    
    
    5,148
    
    
    
    4,643
    
    
    
    0
    
    
    
    4,643Other
    
    
    5,939
    
    
    
    5,232
    
    
    
    707
    
    
    
    6,131
    
    
    
    4,820
    
    
    
    1,311$
    38,420
    
    
    $
    23,493
    
    
    $
    14,927
    
    
    $
    37,037
    
    
    $
    21,268
    
    
    $
    15,769
  46




---



##### Table of Contents



NOTE 8  LONG-TERM DEBT
 2005
    
    
    2004(in thousands)Senior debt:Revolving credit loan
    
    $
    0
    
    
    $
    5,052Senior notes
    
    
    100,000
    
    
    
    100,000Other
    
    
    13,219
    
    
    
    11,6528.00% convertible subordinated notes
    
    
    40,000
    
    
    
    40,00010.00% subordinated notes
    
    
    22,189
    
    
    
    24,998Total debt
    
    
    175,408
    
    
    
    181,702Less current portion
    
    
    8,616
    
    
    
    8,333Long-term debt
    
    $
    166,792
    
    
    $
    173,369
        47




---



##### Table of Contents



(In thousands)2006
    
    $
    8,6162007
    
    
    24,5742008
    
    
    110,5952009
    
    
    5612010
    
    
    30,6352011 and thereafter
    
    
    427Total
    
    $
    175,408
 NOTE 9  RETIREMENT BENEFITS
    Pension Benefits2005
    
    
    2004
    
    
    2003(In thousands)Service costs
    
    $
    4,116
    
    
    $
    3,825
    
    
    $
    3,905Interest cost
    
    
    8,402
    
    
    
    8,341
    
    
    
    8,250Expected return on plan assets
    
    
    (6,648
    )
    
    
    (6,535
    )
    
    
    (6,244
    )Amortization of prior service cost
    
    
    755
    
    
    
    388
    
    
    
    752Amortization of transition obligation
    
    
    (186
    )
    
    
    (186
    )
    
    
    (173
    )Recognized net actuarial losses
    
    
    1,770
    
    
    
    1,266
    
    
    
    815Net periodic benefit cost
    
    $
    8,209
    
    
    $
    7,099
    
    
    $
    7,305Defined contribution cost
    
    $
    1,181
    
    
    $
    1,120
    
    
    $
    1,057
 Other Benefits2005
    
    
    2004
    
    
    2003(In thousands)Service cost
    
    $
    352
    
    
    $
    310
    
    
    $
    249Interest cost
    
    
    1,484
    
    
    
    1,546
    
    
    
    1,713Net amortization
    
    
    979
    
    
    
    813
    
    
    
    702Net periodic benefit cost
    
    $
    2,815
    
    
    $
    2,669
    
    
    $
    2,664
 48




---



##### Table of Contents



Pension Benefits
    
    
    Other Benefits2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Change in benefit obligation:Beginning of year
    
    $
    150,682
    
    
    $
    136,638
    
    
    $
    25,964
    
    
    $
    25,617Service cost
    
    
    4,116
    
    
    
    3,825
    
    
    
    352
    
    
    
    310Interest cost
    
    
    8,402
    
    
    
    8,341
    
    
    
    1,484
    
    
    
    1,546Plan amendments
    
    
    2,450
    
    
    
    164
    
    
    
    0
    
    
    
    0Currency exchange rate impact
    
    
    193
    
    
    
    6,040
    
    
    
    0
    
    
    
    0Actuarial losses
    
    
    12,358
    
    
    
    4,677
    
    
    
    1,535
    
    
    
    1,718Benefit payments
    
    
    (9,288
    )
    
    
    (9,003
    )
    
    
    (2,487
    )
    
    
    (3,227
    )End of year
    
    $
    168,913
    
    
    $
    150,682
    
    
    $
    26,848
    
    
    $
    25,964Change in plan assets:Beginning of year
    
    $
    81,536
    
    
    $
    77,470
    
    
    $
    0
    
    
    $
    0Currency exchange rate impact
    
    
    (67
    )
    
    
    2,107
    
    
    
    0
    
    
    
    0Actual return
    
    
    10,298
    
    
    
    2,758
    
    
    
    0
    
    
    
    0Company contributions
    
    
    10,631
    
    
    
    8,204
    
    
    
    2,487
    
    
    
    3,227Benefit payments
    
    
    (9,288
    )
    
    
    (9,003
    )
    
    
    (2,487
    )
    
    
    (3,227
    )End of year
    
    $
    93,110
    
    
    $
    81,536
    
    
    $
    0
    
    
    $
    0Funded status
    
    $
    (75,803
    )
    
    $
    (69,146
    )
    
    $
    (26,848
    )
    
    $
    (25,964
    )Unrecognized net actuarial losses
    
    
    41,534
    
    
    
    33,555
    
    
    
    11,030
    
    
    
    10,271Unrecognized transition obligation
    
    
    (184
    )
    
    
    (373
    )
    
    
    0
    
    
    
    0Unamortized prior service cost
    
    
    3,806
    
    
    
    3,250
    
    
    
    1,856
    
    
    
    2,059Amount recognized
    
    $
    (30,647
    )
    
    $
    (32,714
    )
    
    $
    (13,962
    )
    
    $
    (13,634
    )Recorded as follows:Accrued expenses
    
    $
    (6,763
    )
    
    $
    (6,956
    )
    
    $
    (2,000
    )
    
    $
    (2,000
    )Other long- term liabilities
    
    
    (61,527
    )
    
    
    (55,331
    )
    
    
    (11,962
    )
    
    
    (11,634
    )Other assets
    
    
    1,406
    
    
    
    1,413
    
    
    
    0
    
    
    
    0Intangible assets
    
    
    5,148
    
    
    
    4,643
    
    
    
    0
    
    
    
    0Accumulated other comprehensive loss
    
    
    31,089
    
    
    
    23,517
    
    
    
    0
    
    
    
    0$
    (30,647
    )
    
    $
    (32,714
    )
    
    $
    (13,962
    )
    
    $
    (13,634
    )Deferred tax liability on accumulated other
comprehensive loss
    
    $
    (10,804
    )
    
    $
    (7,975
    )
    
    $
    0
    
    
    $
    0
  2005
    
    2004(In thousands)Accumulated benefit obligation
    
    $
    165,310
    
    
    $
    147,351Projected benefit obligation
    
    
    168,913
    
    
    
    150,682Plan assets
    
    
    93,110
    
    
    
    81,536
 49




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##### Table of Contents



2005
    
    2004Equity securities
    
    
    58
    %
    
    
    48
    %Debt securities
    
    
    41
    
    
    
    46Cash and cash equivalents
    
    
    1
    
    
    
    6100
    %
    
    
    100
    %
    Pension Benefits
    
    Other Benefits(In thousands)2006
    
    $
    11,300
    
    
    $
    2,4002007
    
    
    11,100
    
    
    
    2,4002008
    
    
    10,900
    
    
    
    2,4002009
    
    
    10,900
    
    
    
    2,4002010
    
    
    11,100
    
    
    
    2,4002011-2015
    
    $
    56,300
    
    
    $
    10,700
 50




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##### Table of Contents



Pension Benefits
    
    Other Benefits2005
    
    2004
    
    2005
    
    2004Weighted average assumptions:Discount rate
    
    
    5.25
    %
    
    
    6.00
    %
    
    
    5.25
    %
    
    
    6.00
    %Expected return on plan assets
    
    
    8.00
    
    
    
    8.25
    
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    4.50
    
    
    
    4.50
    
    
    
    N/A
    
    
    
    N/AHealth care cost increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    10.5 - 5.0
    %
    
    
    11.0 - 5.0
    %Health care cost grading period
    
    
    N/A
    
    
    
    N/A
    
    
    11 years
    
    12 years
  Pension Benefits
    
    Other Benefits2005
    
    2004
    
    2005
    
    2004Discount rate
    
    
    6.00
    %
    
    
    6.50
    %
    
    
    6.00
    %
    
    
    6.50
    %Expected return on plan assets
    
    
    8.25
    
    
    
    8.50
    
    
    
    N/A
    
    
    
    N/ARate of compensation increase
    
    
    4.50
    
    
    
    4.50
    
    
    
    N/A
    
    
    
    N/AHealth care cost increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    11.0 - 5.0
    %
    
    
    9.0 - 5.0
    %Health care cost grading period
    
    
    N/A
    
    
    
    N/A
    
    
    12 years
    
    4 years
  Increase
    
    Decrease(In thousands)Service and interest cost
    
    $
    62
    
    
    $
    (57
    )Postretirement benefit obligation
    
    
    653
    
    
    
    (634
    )
 51




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##### Table of Contents



NOTE 10  INCOME TAXES
  2005
    
    
    2004(In thousands)(restated)Deferred tax assets and liabilitiesAssets:Postretirement benefit obligations
    
    $
    5,417
    
    
    $
    5,177Net operating loss carryforwards
    
    
    20,243
    
    
    
    14,575Tax credit carryforward
    
    
    7,626
    
    
    
    7,118Other liabilities
    
    
    3,339
    
    
    
    2,147Inventory allowances
    
    
    3,313
    
    
    
    3,080Warranty reserve
    
    
    2,610
    
    
    
    2,271Insurance reserve
    
    
    262
    
    
    
    913Customer advance payments and prepaid expenses
    
    
    2,160
    
    
    
    2,257Research and development costs
    
    
    1,915
    
    
    
    1,126Pension benefits
    
    
    13,932
    
    
    
    9,662Other items
    
    
    1,677
    
    
    
    48662,494
    
    
    
    48,812Less valuation allowances
    
    
    23,296
    
    
    
    16,79239,198
    
    
    
    32,020Liabilities:Tax depreciation in excess of book depreciation
    
    
    4,801
    
    
    
    6,444Goodwill and purchased asset basis differences
    
    
    25,372
    
    
    
    19,880Deferred income
    
    
    1,417
    
    
    
    Other items
    
    
    1,113
    
    
    
    43532,703
    
    
    
    26,759Net deferred tax asset
    
    $
    6,495
    
    
    $
    5,261
  52




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##### Table of Contents



Expense (in thousands)
 2005
    
    
    2004
    
    
    2003(restated)
    
    
    (restated)Current:U.S. federal
    
    $
    228
    
    
    $
    394
    
    
    $
    (853
    )Non-U.S.
    
    
    4,357
    
    
    
    6,004
    
    
    
    4,799U.S. state
    
    
    21
    
    
    
    37
    
    
    
    (84
    )4,606
    
    
    
    6,435
    
    
    
    3,862Deferred:U.S. federal
    
    
    2,795
    
    
    
    (2,342
    )
    
    
    1,499Non-U.S.
    
    
    (1,823
    )
    
    
    (188
    )
    
    
    1,966U.S. state
    
    
    262
    
    
    
    (220
    )
    
    
    1471,234
    
    
    
    (2,750
    )
    
    
    3,612$
    5,840
    
    
    $
    3,685
    
    
    $
    7,474Tax expense included in minority interest
    
    $
    846
    
    
    $
    300
    
    
    $
    530Non-U.S. pretax income
    
    $
    2,494
    
    
    $
    16,713
    
    
    $
    21,962
  2005
    
    2004
    
    2003(restated)
    
    (restated)U.S. statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Impact of
change in valuation allowance on non-U.S. losses
    
    
    54.2
    
    
    
    (4.9
    )
    
    
    0.0Impact on U.S. taxes from repatriation of foreign earnings
    
    
    7.6
    
    
    
    (7.1
    )
    
    
    0.0Extraterritorial income deduction
    
    
    (7.5
    )
    
    
    0.0
    
    
    
    (1.5
    )Non-U.S. tax higher (lower) than U. S. tax rates
    
    
    (2.5
    )
    
    
    1.4
    
    
    
    (0.8
    )Other items  net
    
    
    (3.6
    )
    
    
    (1.2
    )
    
    
    (0.3
    )83.2
    %
    
    
    23.2
    %
    
    
    32.4
    %
 NOTE 11  COMMON STOCK
  53




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Stock option activity
 Weighted-Stock
    
    
    Average OptionOptions
    
    
    Price Per ShareOutstanding at September 1, 2002
    
    
    1,074,801
    
    
    $
    24.78Granted
    
    
    187,500
    
    
    
    19.12Exercised
    
    
    (36,000
    )
    
    
    9.92Canceled
    
    
    (97,000
    )
    
    
    28.48Outstanding at August 31, 2003
    
    
    1,129,301
    
    
    
    24.00Granted
    
    
    194,000
    
    
    
    21.59Exercised
    
    
    (51,000
    )
    
    
    12.03Canceled
    
    
    (8,800
    )
    
    
    24.12Outstanding at August 31, 2004
    
    
    1,263,501
    
    
    
    24.13Exercised
    
    
    (73,000
    )
    
    
    19.73Canceled/Expired
    
    
    (156,500
    )
    
    
    23.95Outstanding at August 31, 2005
    
    
    1,034,001
    
    
    $
    24.44
 Exercisable stock options at year-end2003
    
    
    788,1592004
    
    
    914,9262005
    
    
    879,648Shares available for grant at year-end2003
    
    
    350,2002004
    
    
    141,2002005
    
    
    1,200,000
 Components of outstanding stock options at August 31, 2005
 Weighted-Range of
    
    
    
    
    
    Average
    
    
    Weighted-Exercise
    
    Number
    
    
    Contract Life
    
    
    AveragePrice
    
    Outstanding
    
    
    in Years
    
    
    Exercise Price$14.8823.00
    
    
    449,834
    
    
    
    6.79
    
    
    $
    20.4623.7539.50
    
    
    584,167
    
    
    
    4.53
    
    
    
    27.28$14.8839.50
    
    
    1,034,001
    
    
    
    5.51
    
    
    $
    24.44
 Components of exercisable stock options at August 31, 2005
 Range of
    
    
    
    
    
    Weighted-Exercise
    
    Number
    
    
    AveragePrice
    
    Exercisable
    
    
    Exercise Price$14.8823.00

    
    
    295,481
    
    
    $
    20.6523.7539.50
    
    
    584,167
    
    
    
    27.28$14.8839.50
    
    
    879,648
    
    
    $
    25.05
  54




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##### Table of Contents



NOTE 12  NET INCOME PER SHARE
  2005
    
    
    2004
    
    
    2003(In thousands, except per share data)(restated)
    
    
    (restated)Numerator:Basic:Net (loss) Income
    
    $
    (262
    )
    
    $
    11,648
    
    
    $
    14,623Effect of dilutive securities:Convertible debt interest
    
    
    1,920
    
    
    
    1,920
    
    
    
    2,238Income attributable to diluted shares
    
    $
    1,658
    
    
    $
    13,568
    
    
    $
    16,861Denominator:Basic:Weighted average shares
    
    
    14,608
    
    
    
    14,478
    
    
    
    14,368Effect of dilutive securities:Convertible debt
    
    
    1,778
    
    
    
    1,778
    
    
    
    2,090Dilutive options and
restricted shares
    
    
    37
    
    
    
    29
    
    
    
    34Diluted
    
    
    16,423
    
    
    
    16,285
    
    
    
    16,492Net (loss) income per share:Basic:
    
    $
    (0.02
    )
    
    $
    0.80
    
    
    $
    1.02Diluted:
    
    $
    (0.02
    )
    
    $
    0.80
    
    
    $
    1.02
 NOTE 13  BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
   55




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2005
    
    
    2004
    
    
    2003(In thousands)Unaffiliated Customer Sales:Pharmaceutical
    
    $
    337,347
    
    
    $
    343,047
    
    
    $
    342,415Energy
    
    
    137,038
    
    
    
    115,884
    
    
    
    95,487Industrial
    
    
    130,388
    
    
    
    126,827
    
    
    
    122,873Total
    
    $
    604,773
    
    
    $
    585,758
    
    
    $
    560,775Intersegment Sales:Pharmaceutical
    
    $
    752
    
    
    $
    805
    
    
    $
    1,136Energy
    
    
    0
    
    
    
    0
    
    
    
    0Industrial
    
    
    0
    
    
    
    0
    
    
    
    0Corporate and Eliminations
    
    
    (752
    )
    
    
    (805
    )
    
    
    (1,136
    )Total
    
    $
    0
    
    
    $
    0
    
    
    $
    0Depreciation and Amortization:Pharmaceutical
    
    $
    8,948
    
    
    $
    9,573
    
    
    $
    10,562Energy
    
    
    5,713
    
    
    
    5,493
    
    
    
    5,307Industrial
    
    
    4,158
    
    
    
    4,536
    
    
    
    5,065Corporate and Eliminations
    
    
    1,574
    
    
    
    1,775
    
    
    
    1,348Total
    
    $
    20,393
    
    
    $
    21,377
    
    
    $
    22,282EBIT:Pharmaceutical
    
    $
    (2,099
    )(1)
    
    $
    10,317
    (1)
    
    $
    21,401Energy
    
    
    33,224
    
    
    
    27,424
    
    
    
    20,941Industrial
    
    
    5,440
    (2)
    
    
    8,349
    
    
    
    8,791Corporate and Eliminations
    
    
    (15,114
    )
    
    
    (15,773
    ) (3)
    
    
    (12,424
    )Total
    
    $
    21,451
    
    
    $
    30,317
    
    
    $
    38,709(restated)
    
    (restated)Identifiable Assets:Pharmaceutical
    
    $
    437,707
    
    
    $
    436,256
    
    
    $
    416,215Energy
    
    
    149,643
    
    
    
    138,815
    
    
    
    134,167Industrial
    
    
    132,650
    
    
    
    132,441
    
    
    
    128,754Corporate and Eliminations
    
    
    20,335
    
    
    
    28,566
    
    
    
    26,355Total
    
    $
    740,335
    
    
    $
    736,078
    
    
    $
    705,491Capital Expenditures:Pharmaceutical
    
    $
    10,309
    
    
    $
    2,536
    
    
    $
    3,666Energy
    
    
    5,226
    
    
    
    3,805
    
    
    
    2,253Industrial
    
    
    4,098
    
    
    
    3,506
    
    
    
    1,878Corporate and Eliminations
    
    
    630
    
    
    
    37
    
    
    
    72Total
    
    $
    20,263
    
    
    $
    9,884
    
    
    $
    7,869
 56




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##### Table of Contents



2005
    
    
    2004
    
    
    2003(In thousands)SalesUnited States
    
    $
    225,798
    
    
    $
    218,407
    
    
    $
    204,982Europe
    
    
    193,190
    
    
    
    206,033
    
    
    
    218,442Other North America
    
    
    68,052
    
    
    
    54,046
    
    
    
    51,889Asia
    
    
    82,357
    
    
    
    72,013
    
    
    
    54,225South America
    
    
    26,675
    
    
    
    22,730
    
    
    
    20,970Africa and Australia
    
    
    8,701
    
    
    
    12,529
    
    
    
    10,267$
    604,773
    
    
    $
    585,758
    
    
    $
    560,775(restated)
    
    (restated)Identifiable AssetsUnited States
    
    $
    302,412
    
    
    $
    308,118
    
    
    $
    309,243Europe
    
    
    321,035
    
    
    
    317,498
    
    
    
    294,659Other North America
    
    
    46,749
    
    
    
    40,169
    
    
    
    37,968South America
    
    
    12,160
    
    
    
    9,462
    
    
    
    9,088Asia
    
    
    37,644
    
    
    
    32,265
    
    
    
    28,178Corporate
    
    
    20,335
    
    
    
    28,566
    
    
    
    26,355$
    740,335
    
    
    $
    736,078
    
    
    $
    705,491
 
 (1)
    
    Fiscal 2005 includes cost of $7,902,000 and fiscal 2004 includes costs of $761,000 related
to the restructuring of our Pharmaceutical segment.(2)
    
    Fiscal 2005 includes losses of $2,114,000 related to the sale of inventory, equipment and
facilities of the lined-pipe and fittings product line and the sale of another under-utilized
facility.(3)
    
    Fiscal 2004 includes costs of $1,378,000 related to the retirement of our former President
and CEO. 57




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NOTE 14  QUARTERLY DATA (UNAUDITED)
 2005 Quarters1st
    
    
    2nd
    
    
    3rd
    
    
    4th
    
    
    Total(In thousands, except per share data)(restated)
    
    
    (restated)
    
    
    (restated)Sales
    
    $
    132,455
    
    
    $
    145,630
    
    
    $
    157,584
    
    
    $
    169,104
    
    
    $
    604,773Gross profit
    
    
    41,707
    
    
    
    46,065
    
    
    
    51,036
    
    
    
    54,657
    
    
    
    193,465EBIT
    
    
    (83
    )
    
    
    5,863
    
    
    
    7,691
    
    
    
    7,980
    
    
    
    21,451Income before income taxes and minority interest
    
    
    (3,622
    )
    
    
    2,174
    
    
    
    4,092
    
    
    
    4,374
    
    
    
    7,018Net (loss) income
    
    
    (871
    )
    
    
    51
    
    
    
    223
    
    
    
    335
    
    
    
    (262
    )Net (loss) income per share:Basic
    
    $
    (0.06
    )
    
    $
    0.00
    
    
    $
    0.02
    
    
    $
    0.02
    
    
    $
    (0.02
    )Diluted
    
    
    (0.06
    )
    
    
    0.00
    
    
    
    0.02
    
    
    
    0.02
    
    
    
    (0.02
    )Weighted average common shares:Basic
    
    
    14,532
    
    
    
    14,589
    
    
    
    14,650
    
    
    
    14,662
    
    
    
    14,608Diluted
    
    
    16,338
    
    
    
    16,432
    
    
    
    16,472
    
    
    
    16,469
    
    
    
    16,423
 2004 Quarters1st
    
    
    2nd
    
    
    3rd
    
    
    4th
    
    
    Total(In thousands, except per share data)(restated)
    
    
    (restated)
    
    
    (restated)
    
    
    (restated)
    
    
    (restated)Sales
    
    $
    132,482
    
    
    $
    142,217
    
    
    $
    152,464
    
    
    $
    158,595
    
    
    $
    585,758Gross profit
    
    
    43,466
    
    
    
    45,081
    
    
    
    50,935
    
    
    
    53,522
    
    
    
    193,004EBIT
    
    
    7,185
    
    
    
    4,658
    
    
    
    9,405
    
    
    
    9,069
    
    
    
    30,317Income before income taxes and minority interest
    
    
    3,487
    
    
    
    1,016
    
    
    
    5,884
    
    
    
    5,503
    
    
    
    15,890Net income
    
    
    2,550
    
    
    
    440
    
    
    
    4,510
    
    
    
    4,148
    
    
    
    11,648Net income per share:Basic
    
    $
    0.18
    
    
    $
    0.03
    
    
    $
    0.31
    
    
    $
    0.29
    
    
    $
    0.80Diluted
    
    
    0.18
    
    
    
    0.03
    
    
    
    0.31
    
    
    
    0.28
    
    
    
    0.80Weighted average common shares:Basic
    
    
    14,441
    
    
    
    14,457
    
    
    
    14,496
    
    
    
    14,519
    
    
    
    14,478Diluted
    
    
    16,272
    
    
    
    16,260
    
    
    
    16,309
    
    
    
    16,308
    
    
    
    16,285
 58




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Management Report on Internal Control Over Financial Reporting
  
    
    Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Company;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the Company are being made only in
accordance with authorizations of management and directors of the Company; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a material effect
on the financial statements.
  59




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##### Table of Contents




    
    Deficiencies were identified in the design and operation of our procedures and controls
relating to the preparation and review of our income tax provision designed to assure that
our tax provision and tax asset and liability balances are properly calculated and recorded
for accounting purposes under U.S. generally accepted accounting principles. More
specifically, there was insufficient and inadequate review of complex transactions; and
insufficient and inadequate processes to assure financial statement income tax accounts are
properly reconciled and supported. As a result of our internal control documentation
process in fiscal 2005 several complex tax transactions were further analyzed which caused
us to review those transactions with our external independent auditors to determine the
proper accounting treatment and period. This led to the restatement of certain of our
financial statements that is explained at Introductory Note
 Restatement at page 1 of
this Report.
    
    Deficiencies were identified in documentation and execution of control procedures
related to the financial statement close process for fiscal 2005. Specific significant
deficiencies identified include inadequate review and approval of financial information
generated to prepare the consolidated financial statements, which were insufficient to
detect errors primarily in the (i) calculation of costs included in inventory at two locations,
(ii) calculation of certain employee benefit related balances at three locations, and
(iii) certain balance sheet classifications. While these deficiencies did not result in a
material adjustment to the financial statements, when aggregated these could have resulted
in there being more than a remote likelihood that a material misstatement in our financial
statements will not be prevented or detected.
  Changes in Internal Control  Remediation of Material Weaknesses
  
    
    Income Tax Matters. We will engage additional external advisors to assist and
review on a quarterly basis our income tax calculations and to review on a contemporaneous
basis transactions that are anticipated to involve complex tax calculations, and we will
accelerate the timing of certain tax review activities during the fiscal year end financial
close process.
    
    Financial Close Process. We will (i) improve processes for documentation and
review of significant accounting entries, account reconciliations and non routine journal
entries by providing additional training to business unit Controllers on the requirements
of U. S. generally accepted accounting principles, establishing more specific financial
accounting policies and performing additional corporate reviews of inventory costs and
employee related liabilities, and (ii) where appropriate, allow for more timely
reconciliation processes. On a longer term basis, we have also
 60




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initiated a program to
consolidate financial reporting activities into fewer, but larger units and plan to
implement a common business system among these units.
  
 ITEM 9B.
    
    OTHER INFORMATION
  61




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Information Concerning Directors and Executive Officers
  Code of Ethics
 www.robbinsmyers.com
 Audit Committee Financial Expert
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  62




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##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
  Equity Compensation Plan Information
 (c)Number of Common(a)
    
    
    
    
    
    Shares remainingNumber of Common
    
    (b)
    
    available for futureShares to be issued
    
    Weighted-average
    
    issuance under equityupon exercise of
    
    exercise price of
    
    compensation plansoutstanding options,
    
    outstanding options,
    
    (excluding securitieswarrants and rights
    
    warrants and rights
    
    reflected in column (a))Equity
compensation
plans approved
by security
holders
    
    
    1,034,001
    
    
    $
    24.44
    
    
    
    1,200,000Equity
compensation
plans not
approved by
security holders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    1,034,001
    
    
    $
    24.44
    
    
    
    1,200,000
  
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  63




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) (1)
    
    FINANCIAL STATEMENTSThe following consolidated financial statements of Robbins & Myers,
Inc. and its subsidiaries are at Item 8 hereof.Consolidated Balance Sheet  August 31, 2005 and 2004.Consolidated Statement of
Operations  Years ended August 31, 2005, 2004, and 2003.Consolidated Shareholders
Equity Statement  Years ended August 31, 2005, 2004, and 2003.Consolidated Cash Flow Statement
 Years ended August 31, 2005, 2004, and 2003.Notes to Consolidated Financial Statements.(a) (2)
    
    FINANCIAL STATEMENT SCHEDULESchedule II  Valuation and Qualifying Accounts
  (a) (3)
    
    EXHIBITS. See INDEX to EXHIBITS.
 64




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##### Table of Contents



ROBBINS & MYERS, INC.BY
    /s/ Peter C. WallacePeter C. WallacePresident and Chief Executive Officer  NAME
    
    TITLE
    
    DATE/s/ Peter C. Wallace

Peter C. Wallace
    
    Director, President and
Chief Executive Officer
    
    November 29, 2005/s/ Kevin J. Brown

Kevin J. Brown
    
    Vice President and Chief
Financial Officer
(Principal Financial Officer)
    
    November 29, 2005/s/ Thomas J. Schockman

Thomas J. Schockman
    
    Corporate Controller
(Principal Accounting Officer)
    
    November 29, 2005
 *Thomas P. Loftis
    
    Chairman Of Board
    
    November 29, 2005*Daniel W. Duval
    
    Director
    
    November 29, 2005*David T. Gibbons
    
    Director
    
    November 29, 2005*Robert J. Kegerreis
    
    Director
    
    November 29, 2005*William D. Manning
    
    Director
    
    November 29, 2005*Dale L. Medford
    
    Director
    
    November 29, 2005*Jerome F. Tatar
    
    Director
    
    November 29, 2005
   /s/ Peter C. WallacePeter C. WallaceTheir Attorney-in-fact 65




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##### Table of Contents



AdditionsCharged
    
    
    ChargedBalance at
    
    
    to Costs
    
    
    to Other
    
    
    
    
    
    
    Balance atBeginning
    
    
    and
    
    
    Accounts-
    
    
    Deductions-
    
    
    End ofDescription
    
    of Period
    
    
    Expenses
    
    
    Describe
    
    
    Describe
    
    
    PeriodYear Ended August 31, 2005Allowances and reserves deducted from assets:Uncollectible and reserves deducted from assets
    
    $
    4,018
    
    
    $
    1,088
    
    
    $
    0
    
    
    $
    474
    (1)
    
    $
    4,632Inventory obsolescence
    
    
    20,651
    
    
    
    3,425
    
    
    
    0
    
    
    
    2,725
    (2)
    
    
    21,351Other reserves:Warranty claims
    
    
    8,330
    
    
    
    3,348
    
    
    
    0
    
    
    
    2,502
    (3)
    
    
    9,176Current & L-T insurance reserves
    
    
    2,203
    
    
    
    1,680
    
    
    
    0
    
    
    
    1,785
    (4)
    
    
    2,098Restructure reserves
    
    
    667
    
    
    
    5,677
    
    
    
    0
    
    
    
    5,270
    (5)
    
    
    1,074Year Ended August 31, 2004Allowances and reserves deducted from assets:Uncollectible and reserves deducted from assets
    
    $
    3,278
    
    
    $
    1,099
    
    
    $
    0
    
    
    $
    359
    (1)
    
    $
    4,018Inventory obsolescence
    
    
    22,336
    
    
    
    1,664
    
    
    
    0
    
    
    
    3,349
    (2)
    
    
    20,651Other reserves:Warranty claims
    
    
    9,310
    
    
    
    1,613
    
    
    
    0
    
    
    
    2,593
    (3)
    
    
    8,330Current & L-T insurance reserves
    
    
    2,116
    
    
    
    762
    
    
    
    0
    
    
    
    675
    (4)
    
    
    2,203Restructure reserves
    
    
    0
    
    
    
    761
    
    
    
    0
    
    
    
    94
    (5)
    
    
    667Year Ended August 31, 2003Allowances and reserves deducted from assets:Uncollectible and reserves deducted from assets
    
    $
    2,717
    
    
    $
    807
    
    
    $
    0
    
    
    $
    246
    (1)
    
    $
    3,278Inventory obsolescence
    
    
    20,875
    
    
    
    4,000
    
    
    
    0
    
    
    
    2,539
    (2)
    
    
    22,336Other reserves:Warranty claims
    
    
    9,405
    
    
    
    1,677
    
    
    
    0
    
    
    
    1,772
    (3)
    
    
    9,310Current & L-T insurance reserves
    
    
    2,247
    
    
    
    2,619
    
    
    
    0
    
    
    
    2,750
    (4)
    
    
    2,116
 
 Note (1)
    
    Represents accounts receivable written off against the reserve.Note (2)
    
    Inventory items scrapped and written off against the reserve.Note (3)
    
    Warranty cost incurred applied against the reserve.Note (4)
    
    Spending against casualty reserve.Note (5)
    
    Spending against restructure reserve. 66




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(3)
    
    ARTICLES OF INCORPORATION AND BY-LAWS:3.1
    
    
    Amended Articles of Incorporation of Robbins
& Myers, Inc. were filed as Exhibit 3.1 to
our Report on Form 10-Q for the
quarter ended February 28, 1998
    
    *3.2
    
    
    Code of Regulations of Robbins & Myers, Inc.
was filed as Exhibit 3.2 to our Annual Report on
Form 10-K for the year ended August 31, 2001
    
    *(4)
    
    INSTRUMENTS
DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES:4.1
    
    
    Third Amended and Restated Credit Agreement dated
October 7, 2003 among Robbins & Myers, Inc., the
Lenders named therein, Bank One, N.A. as Administrative
Agent and Issuing Bank, Harris Trust and Savings Bank,
as Co-Syndication Agent, National City Bank, as
Co-Syndication Agent, Wachovia Bank, N.A., as
Co-Documentation Agent and The Bank of Nova Scotia, as
Co-Documentation Agent and Issuing Bank, was filed as
Exhibit 4.1 to our Annual Report on Form 10-K for the year
Ended August 31, 2003
    
    *4.2
    
    
    Amendment No.1 dated April 21, 2004 to the Third Amended and
Restated Credit Agreement dated as of October 7, 2003,
by and among Robbins & Myers Inc., Robbins & Myers
Finance B.V., and Bank One, N.A., individually and as
administrative agent, and the other financial institutions
named therein was filed as exhibit 10.1 to our Report on
Form 10-Q for the quarter ended May 31, 2004.
    
    C4.3
    
    
    Amendment No. 2 to the Third Amended and Restated Credit
Agreement, dated November 23, 2004, was filed as
Exhibit 4.1 to our Current Report on Form 8-K dated
December 1, 2004
    
    *
 67




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##### Table of Contents



4.4
    
    
    Amended and Restated Pledge and Security Agreement
between Robbins & Myers, Inc. and Bank One,
Dayton, N.A., dated May 15, 1998 was filed as
Exhibit 4.2 to our Report on Form 10-K for the year
ended August 31, 2003.
    
    *4.5
    
    
    Form of $100 million senior note agreement dated May 1, 1998
was filed as Exhibit 4.1 to our Report
on Form 10-Q for the quarter ended May 31, 1998
    
    *4.6
    
    
    Robbins & Myers, Inc. 10.00% Subordinated Note Due 2006 in
the principal amount of Euro 2,452,000, dated
August 31, 2001
    
    R4.7
    
    
    Robbins & Myers, Inc. 10.00% Subordinated Notes Due 2007
in the principal amount of Euro 18,190,662, dated
February 28, 2002
    
    R4.8
    
    
    Form of Indenture related to 8.0% Convertible Notes due 2008
between Robbins & Myers, Inc. and U..S. Bank
National Associate, as Trustee, was filed as Exhibit (d) (2)
with our Schedule TO filed January 8, 2003
    
    *(10)
    
    MATERIAL
    CONTRACTS:10.1
    
    
    Robbins & Myers, Inc. Cash Balance Pension Plan (As
Amended and Restated Effective as of
October 1, 1999) was filed as Exhibit 10.1 to our
Annual Report on Form 10-K for the year ended
August 31, 2001
    
    */M10.2
    
    
    Third Amendment to Robbins & Myers, Inc. Cash
Balance Pension Plan, dated October 31, 2005, was
filed as Exhibit 10.1 to our Current Report on
Form 8-K dated November 3, 2005
    
    */M10.3
    
    
    Robbins & Myers, Inc. Employee Savings
Plan as amended through August 31, 2000 was filed
as Exhibit 10.4 to our Annual Report on
Form 10-K for the year ended August 31, 2000
    
    */M10.4
    
    
    Robbins & Myers, Inc. Executive Supplemental Retirement
Plan adopted February 2000 and Amendment No. 1
to such Plan adopted August 2000 was filed as Exhibit
10.5 to our Annual Report on Form 10-K for
the year ended August 31, 2000
    
    */M10.5
    
    
    Robbins & Myers, Inc. Executive Supplemental
Pension Plan adopted July 2000 was filed as Exhibit
10.6 to our Annual Report on Form 10-K for
the year ended August 31, 2000
    
    */M
 68




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##### Table of Contents



10.6
    
    
    Form of Indemnification Agreement between
Robbins & Myers, Inc., and each director was filed
as Exhibit 10.5 to our Annual Report on Form 10-K
for the year ended August 31, 2001
    
    */M10.7
    
    
    Robbins & Myers, Inc. 1994 Directors Stock
Compensation Plan was filed as Exhibit
10.6 to our Annual Report on Form 10-K for
the year ended August 31, 2001
    
    */M10.8
    
    
    Robbins & Myers, Inc. 1994 Long-Term Incentive
Stock Plan as amended was filed as Exhibit 10.11
to our Report on Form 10-K for the
year ended August 31, 1996
    
    */M10.9
    
    
    Robbins & Myers, Inc. 1995 Stock Option Plan for
Non-Employee Directors was filed as
Exhibit 10.12 to our Report on
Form 10-K for the year ended August 31, 1996
    
    */M10.10
    
    
    Robbins & Myers, Inc. Senior Executive Annual Cash
Bonus Plan was filed as Exhibit 10.13 to our
Report on Form 10-K for the year
ended August 31, 1996
    
    */M10.11
    
    
    Salary Continuation Agreement between Robbins &
Myers, Inc. and Peter C. Wallace, dated
May 21, 2004 was filed as Exhibit 10.2 to
our Report on Form 10-Q for the
quarter Ended May 31, 2004
    
    */M10.12
    
    
    Robbins & Myers, Inc. 1999 Long-Term
Incentive Stock Plan was filed as Exhibit 4.3
to our Registration Statement on
Form S-8 (No. 333-35856)
    
    */M10.13
    
    
    Mutual Severance Agreement among Robbins & Myers, Inc.,
Robbins & Myers Europe A.G. and Karl H. Bergmann,
dated November 26, 2004, was filed as Exhibit 10.1
to our Annual Report on Form 8-K, dated December 1, 2004
    
    */M10.14
    
    
    Robbins & Myers, Inc. 2004 Stock Incentive Plan As Amended
was filed as Exhibit 10.1 to our Quarterly Report on
Form 10-Q dated April 5, 2005
    
    */M10.15
    
    
    Form of Award Agreement for Restricted Share Award
to Non-Employee Director under Robbins & Myers, Inc.
2004 Stock Incentive Plan As Amended was filed
as Exhibit 10.1 to our Current Report on Form 8-K,
dated December 13, 2004
    
    */M
 69




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##### Table of Contents



10.16
    
    
    Form of Option Award Agreement under Robbins & Myers, Inc.
2004 Stock Incentive Plan As Amended approved by the
Compensation Committee of Board of Directors of
Robbins & Myers, Inc. on October 6, 2005 was filed as
Exhibit 10.1 to our Current Report on Form 8-K dated
October 11, 2005
    
    */M10.17
    
    
    Form of Award Agreement for Restricted Share Award under
Robbins & Myers, Inc. 2004 Stock Incentive Plan As Amended
approved by the Compensation Committee of Board of Directors
of Robbins & Myers, Inc. on October 6, 2004 was filed
as Exhibit 10.1 to our Current Report on Form 8-K
dated October 11, 2005
    
    */M10.18
    
    
    Award Agreement for Special Restricted Share Award to
Peter C. Wallace under Robbins & Myers, Inc. 2004
Stock Incentive Plan As Amended approved by the Compensation
Committee of the Board of Directors of Robbins & Myers, Inc.
on October 6, 2005 was filed as Exhibit 10.1 to our
current Report on Form 8-K dated October 11, 2005
    
    */M10.19
    
    
    Award Agreement for Special Restricted Share Award to
Saeid Rahimian under Robbins & Myers, Inc. 2004
Stock Incentive Plan As Amended approved by the Compensation
Committee of the Board of Directors of Robbins & Myers, Inc.
on October 6, 2005 was filed as Exhibit 10.1 to our
current Report on Form 8-K dated October 11, 2005
    
    */M10.20
    
    
    Award Agreement for Performance Share Award to Peter C. Wallace
under Robbins & Myers, Inc. 2004 Stock Incentive
Program As Amended approved by the Compensation Committee of
the Board of Directors of Robbins & Myers, Inc. on
October 6, 2005 was filed as Exhibit 10.1 to our current Report
on 8-K dated October 11, 2005
    
    */M
 70




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##### Table of Contents



(14)
    
    CODE OF CONDUCT14.1
    
    
    Robbins & Myers, Inc. Code of Business Conduct was
Filed as Exhibit 14.1 to our Annual Report on
Form 10-K for the year ended August 31, 2003
    
    *(21)
    
    SUBSIDIARIES OF THE REGISTRANT21.1
    
    
    Subsidiaries of Robbins & Myers, Inc.
    
    F(23)
    
    CONSENTS OF EXPERTS AND COUNSEL23.1
    
    
    Consent of Ernst & Young LLP
    
    F(24)
    
    POWER OF ATTORNEY24.1
    
    
    Powers of Attorney of any person who
signed this Report on Form 10-K on
behalf of another pursuant to a
Power of Attorney
    
    F(31)
    
    RULE 13A  14(A) CERTIFICATIONS31.1
    
    
    Rule 13a-14(a) CEO Certification
    
    F31.2
    
    
    Rule 13a-14(a) CFO Certification
    
    F(32)
    
    SECTION 1350 CERTIFICATIONS32.1
    
    Section 1350 CEO Certification
    
    F32.2
    
    Section 1350 CFO Certification
    
    F
 
 F
    
    Indicates Exhibit is being filed with this Report.*
    
    Indicates that Exhibit is incorporated by reference in this Report from a previous filing with the Commission. Unless
otherwise indicated, all documents incorporated by reference herein were filed under Commission File No. 0-288.R
    
    Instrument with respect to indebtedness that does not exceed 10% of the Companys total assets which is not being filed,
but will be furnished to the Commission upon its request.M
    
    Indicates management contract or compensatory arrangement.C
    
    Confidential treatment requested as to certain portions, which have been filed separately with the Securities and Exchange
Commission. 71