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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
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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
<TABLE>
<S> <C>
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
</TABLE>
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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
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Robbins & Myers, Inc.
Employee Savings Plan
Statements of Assets Available for Benefits
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
--------------------------------
<S> <C> <C>
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
================================
</TABLE>
See accompanying notes.
2
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Robbins & Myers, Inc.
Employee Savings Plan
Statement of Changes in Assets Available for Benefits
Year ended December 31, 1999
<TABLE>
<S> <C>
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
============
</TABLE>
See accompanying notes.
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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:
<TABLE>
<CAPTION>
VESTING
YEARS OF VESTING SERVICE PERCENTAGE
-------------------------------------------------------
<S> <C>
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%
</TABLE>
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.
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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.
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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:
<TABLE>
<CAPTION>
1999 1998
------------------------------
<S> <C> <C>
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
</TABLE>
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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:
<TABLE>
<CAPTION>
NET REALIZED AND UNREALIZED
APPRECIATION (DEPRECIATION) IN
FAIR VALUE OF INVESTMENTS
-------------------------------
<S> <C>
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
==========
</TABLE>
5. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets relating to the nonparticipant-directed
investments as of December 31 is as follows:
<TABLE>
<CAPTION>
1999 1998
------------------------
<S> <C> <C>
ASSETS:
Robbins & Myers, Inc. Common Stock $6,625,046 $6,555,446
</TABLE>
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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:
<TABLE>
<S> <C>
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
==========
</TABLE>
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.
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Supplemental Schedules
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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
<TABLE>
<CAPTION>
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
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
============================
</TABLE>
* Party-in-interest to the Plan.
** Cost of asset is not required to be disclosed as investment is
participant-directed.
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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
<TABLE>
<CAPTION>
DESCRIPTION CURRENT VALUE NET
IDENTITY OF OF PURCHASE SELLING COST OF OF ASSET ON GAIN
PARTY INVOLVED ASSET PRICE PRICE ASSET TRANSACTION DATE (LOSS)
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
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)
</TABLE>
Note: Sections (e) and (f) are not applicable. There were no category (i), (ii),
or (iv) transactions during the year.
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