EX-99.1 3 ex99-1.txt EXHIBIT 99.1 1 Exhibit 99.1 Financial Statements and Supplemental Schedules Robbins & Myers, Inc. Employee Savings Plan December 31, 1999 and 1998 and for the year ended December 31, 1999 with Report of Independent Auditors 2 Robbins & Myers, Inc. Employee Savings Plan Financial Statements and Supplemental Schedules December 31, 1999 and 1998 and for the year ended December 31, 1999 TABLE OF CONTENTS Report of Independent Auditors...............................................................................1 Audited Financial Statements Statements of Assets Available for Benefits .................................................................2 Statement of Changes in Assets Available for Benefits .......................................................3 Notes to Financial Statements................................................................................4 Supplemental Schedules Schedule H, Line 4i--Schedule of Assets Held for Investment Purposes at End of Year..........................9 Schedule H, Line 4j--Schedule of Reportable Transactions....................................................10
3 Report of Independent Auditors Corporate Benefits Committee Robbins & Myers, Inc. Employee Savings Plan We have audited the accompanying statements of assets available for benefits of the Robbins & Myers, Inc. Employee Savings Plan as of December 31, 1999 and 1998 and related statement of changes in assets available for benefits for the year ended December 31, 1999, as listed in the table of contents. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 1999 and 1998, and the changes in its assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purpose at end of year as of December 31, 1999 and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ ERNST & YOUNG LLP May 19, 2000 1 4 Robbins & Myers, Inc. Employee Savings Plan Statements of Assets Available for Benefits
DECEMBER 31 1999 1998 -------------------------------- ASSETS Investments at fair value $40,454,068 $40,687,510 Participant Loans at estimated fair value 927,824 1,183,487 -------------------------------- Total investments 41,381,892 41,870,997 -------------------------------- Contributions receivable: Employer 46,279 50,213 Employee 161,701 176,637 -------------------------------- Total receivables 207,980 226,850 -------------------------------- Assets available for benefits $41,589,872 $42,097,847 ================================
See accompanying notes. 2 5 Robbins & Myers, Inc. Employee Savings Plan Statement of Changes in Assets Available for Benefits Year ended December 31, 1999 ADDITIONS Net appreciation in fair value of investments $ 1,625,787 Employee contributions 2,470,733 Employer contributions 653,124 Dividend income - Robbins & Myers, Inc. Common Stock 65,129 Dividend and interest income 2,584,311 ------------ Total additions 7,399,084 DEDUCTIONS Benefits paid directly to participants 7,907,059 ------------ Total deductions 7,907,059 ------------ Net decreases (507,975) Assets available for benefits, at beginning of year 42,097,847 ------------ Assets available for benefits, at end of year $ 41,589,872 ============
See accompanying notes. 3 6 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements December 31, 1999 1. DESCRIPTION OF PLAN The Robbins & Myers, Inc. Employee Savings Plan (the Plan) is a defined contribution plan which covers salaried employees of Robbins & Myers, Inc. (the Company) and its U.S. subsidiaries. Each year, participants can make contributions of between 1 percent and 12 percent of pretax annual compensation, as defined by the Plan. The Company contributes a minimum of 40 percent of an employee's annual contribution and may elect to make up to an additional 20 percent contribution at year-end. Only the first 6 percent of an employee's annual compensation is eligible for the employer's match. Participants are immediately vested in their contributions and any earnings on these contributions. Matching contributions made by the Company become vested as follows:
VESTING YEARS OF VESTING SERVICE PERCENTAGE ------------------------------------------------------- Less than 1 year 0% 1 year but less than 2 years 20% 2 years but less than 3 years 40% 3 years but less than 4 years 60% 4 years but less than 5 years 80% 5 years or more 100%
Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution and (b) Plan earnings. Participant's direct the investment of their contributions and earnings thereon between the investment options provided by the Plan. Company contributions are invested in the Company's common stock. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. Brokerage fees and other direct costs of investment are paid by the fund to which the costs are attributable. All other expenses are paid by the Company. Although it has not expressed an intent to do so, the Company has the right to discontinue its contributions at any time and terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 percent vested in their balances. 4 7 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (CONTINUED) The foregoing description of the Plan provides only general information. Additional information about the plan agreement is contained in the Summary Plan Description. Copies are available from the Corporate Benefits Committee. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Plan maintains its accounting records on the accrual basis of accounting. VALUATION OF INVESTMENTS The Plan's investments are stated at fair value. The shares of registered investment companies and money market fund are valued at quoted market prices that represent the net asset values of shares held by the Plan at year-end. The units of the common collective trust (Vanguard Retirement Savings Trust) are based on quoted redemption values on the last business day of the Plan year. Participant loans are valued at their outstanding balances, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements. Actual results could differ from those estimates. RECLASSIFICATION Certain prior year amounts have been reclassified to conform to the current year presentation. 5 8 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 3. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated November 4, 1996, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Corporate Benefits Committee believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 4. INVESTMENTS The fair value of individual investments that represent 5 percent or more of the Plan's fair value of assets available for benefits as of December 31 is as follows:
1999 1998 ------------------------------ Robbins & Myers, Inc. Common Stock $6,625,046 $6,555,446 The Vanguard Group, Inc.: Wellington Fund 4,583,653 5,306,655 Windsor Fund 6,384,694 7,717,321 Windsor II Fund 1,978,737 2,132,036 U.S. Growth Fund 5,119,862 3,952,102 Retirement Savings Trust 6,322,620 6,792,328 500 Index Fund 6,309,401 4,643,739
6 9 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 4. INVESTMENTS (CONTINUED) During the year ended December 31, 1999, the Plan's investments (including investments purchased, sold as well as held during the year) appreciated (depreciated) in fair value as determined by quoted market price as follows:
NET REALIZED AND UNREALIZED APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS ------------------------------- Robbins & Myers, Inc. Common Stock $ 431,710 ========== The Vanguard Group, Inc. (registered investment companies): Wellington Fund $ (186,584) Windsor Fund (19,159) Windsor II Fund (422,213) U.S. Growth Fund 659,344 500 Index Fund 1,000,176 International Growth Fund 120,888 Small-Cap Index Fund 125,707 Total Bond Market Index Fund (84,082) ---------- Total registered investment companies $1,194,077 ==========
5. NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets relating to the nonparticipant-directed investments as of December 31 is as follows:
1999 1998 ------------------------ ASSETS: Robbins & Myers, Inc. Common Stock $6,625,046 $6,555,446
7 10 Robbins & Myers, Inc. Employee Savings Plan Notes to Financial Statements (continued) 5. NONPARTICIPANT-DIRECTED INVESTMENTS (CONTINUED) Information about the changes in net assets relating to the nonparticipant- directed investments for the year ended December 31, 1999 is as follows: ADDITIONS Net appreciation in fair value of investments $ 431,710 Contributions 914,453 Interest and dividends 65,129 ---------- Total additions 1,411,292 DEDUCTIONS Benefit payments and withdrawals 514,441 ---------- Total deductions 514,441 Interfund transfers out (827,251) ---------- Net increases 69,600 Assets available for benefits, at beginning of year 6,555,446 ---------- Assets available for benefits, at end of year $6,625,046 ==========
6. TRANSACTIONS WITH RELATED PARTIES As of December 31, 1999 and 1998, the Plan held 292,820 and 296,291 shares, respectively, of Robbins & Myers, Inc. common stock in a company stock fund. During 1999 shares were purchased at a total cost of $5,270,480 and shares were sold at a total selling price of $5,632,588. 8 11 Supplemental Schedules 12 Robbins & Myers, Inc. Employee Savings Plan Employer Identification Number 31-0424220/ Plan Number 011 Schedule H, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year December 31, 1999
DESCRIPTION OF INVESTMENTS INCLUDING MATURITY DATE IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT LESSOR OR SIMILAR PARTY PAR OR MATURING VALUE COST VALUE --------------------------------------------------------------------------------------------------------------- Robbins & Myers, Inc. * 292,820 shares of Common Stock $6,616,092 $ 6,625,046 The Vanguard Group, Inc.:* Wellington Fund 163,936 units of Registered Investment Company ** 4,583,653 Windsor Fund 420,876 units of Registered Investment Company ** 6,384,694 Windsor II Fund 79,245 units of Registered Investment Company ** 1,978,737 U.S. Growth Fund 117,617 units of Registered Investment Company ** 5,119,862 Retirement Savings Trust 6,322,620 units of Common Collective Trust ** 6,322,620 500 Index Fund 46,622 units of Registered Investment Company ** 6,309,401 International Growth Fund 32,366 units of Registered Investment Company ** 727,922 Prime Money Market Fund 501,364 units of Registered Investment Company ** 501,364 Small Cap Index Fund 51,778 units of Registered Investment Company ** 1,221,958 Total Bond Market Index Fund 71,005 units of Registered Investment Company ** 678,811 Participant Loans Interest rates from 7-10% -- 927,824 ---------------------------- $6,616,092 $41,381,892 ============================
* Party-in-interest to the Plan. ** Cost of asset is not required to be disclosed as investment is participant-directed. 9 13 Robbins & Myers, Inc. Employee Savings Plan Employer Identification Number 31-0424220/Plan Number 011 Schedule H, Line 4j - Schedule of Reportable Transactions Year ended December 31, 1999
DESCRIPTION CURRENT VALUE NET IDENTITY OF OF PURCHASE SELLING COST OF OF ASSET ON GAIN PARTY INVOLVED ASSET PRICE PRICE ASSET TRANSACTION DATE (LOSS) ------------------------------------------------------------------------------------------------------------------------------ Category (iii)--A Series of Transactions in Excess of 5 Percent of Plan Assets ------------------------------------------------------------------------------ Robbins & Myers, Inc. Shares of Common Stock $5,270,480 $ -- $5,270,480 $5,270,480 $ -- -- 5,632,588 5,682,159 5,632,588 (49,571)
Note: Sections (e) and (f) are not applicable. There were no category (i), (ii), or (iv) transactions during the year. 10