Exhibit 99.1
Financial Statements and Supplemental Schedules
Robbins & Myers, Inc. Employee Savings Plan
DECEMBER 31, 2001 AND 2000 AND FOR THE YEAR ENDED DECEMBER 31, 2001
WITH REPORT OF INDEPENDENT AUDITORS
Robbins & Myers, Inc. Employee Savings Plan
Financial Statements and Supplemental Schedules
December 31, 2001 and 2000 and
for the year ended December 31, 2001
TABLE OF CONTENTS
Report of Independent Auditors ................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits ...............................2
Statement of Changes in Net Assets Available for Benefits .....................3
Notes to Financial Statements .................................................4
Supplemental Schedules
Schedule H, Line 4i--Schedule of Assets (Held at End of Year) .................9
Schedule H, Line 4j--Schedule of Reportable Transactions .....................10
Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc. Employee Savings Plan
We have audited the accompanying statements of net assets available for benefits
of the Robbins & Myers, Inc. Employee Savings Plan as of December 31, 2001 and
2000 and related statement of changes in net assets available for benefits for
the year ended December 31, 2001, 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 net assets available for benefits of the Plan at
December 31, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended December 31, 2001, 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 at end of year) as of December 31, 2001 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
April 16, 2002
Dayton, Ohio
1
Robbins & Myers, Inc.
Employee Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
2001 2000
---------------------------
ASSETS
Investments at fair value $43,611,289 $44,141,081
Participant loans at estimated fair value 1,137,760 1,149,806
---------------------------
Total investments 44,749,049 45,290,887
Contributions receivable:
Employer 51,478 56,789
Employee 179,310 194,282
---------------------------
Total receivables 230,788 251,071
---------------------------
Net assets available for benefits $44,979,837 $45,541,958
===========================
SEE ACCOMPANYING NOTES.
2
Robbins & Myers, Inc.
Employee Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2001
ADDITIONS
Employee contributions $ 2,895,356
Employer contributions 953,647
Dividend income - Robbins & Myers, Inc. common stock 58,045
Dividend and interest income 1,408,003
------------
Total additions 5,315,051
DEDUCTIONS
Benefits paid directly to participants 2,567,146
Net depreciation in fair value of investments 3,310,026
------------
Total deductions 5,877,172
------------
Net decrease (562,121)
Net assets available for benefits, at beginning of year 45,541,958
------------
Net assets available for benefits, at end of year $ 44,979,837
============
SEE ACCOMPANYING NOTES.
3
Robbins & Myers, Inc. Employee Savings Plan
Notes to Financial Statements
December 31, 2001
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 50 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 may borrow from their fund accounts a maximum of the lesser of 50%
of their vested account balance or $50,000 reduced by the outstanding balance of
loans from the Plan on the date the loan is made or by the highest outstanding
loan balance in their account during the prior twelve month period. All loans
must be repaid in level payments on at least a quarterly basis over a five-year
period except if the loan is for the purchase of a primary residence. The loans
are secured by the balance in the participant's account and bear interest at a
rate commensurate with local prevailing rates.
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.
4
Robbins & Myers, Inc. Employee Savings Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
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.
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 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 approximate 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 accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts reported in the financial statements. Actual results
could differ from those estimates.
5
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. Subsequent to this issuance of the determination letter,
the Plan was amended. 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, as amended, 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:
2001 2000
---------------------------
Robbins & Myers, Inc. common stock $5,938,640 $6,618,046
The Vanguard Group, Inc.:
Wellington Fund 5,946,701 5,664,504
Windsor Fund 7,500,642 6,273,553
U.S. Growth Fund 4,026,251 5,129,950
Retirement Savings Trust 6,705,504 5,077,570
500 Index Fund 7,246,606 9,055,418
6
Robbins & Myers, Inc. Employee Savings Plan
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
During the year ended December 31, 2001, 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 $ (177,282)
===========
The Vanguard Group, Inc. (shares of registered
investment companies):
Wellington Fund $ (208,537)
Windsor Fund 162,612
Windsor II Fund (119,268)
U.S. Growth Fund (1,720,423)
500 Index Fund (1,129,334)
International Growth Fund (175,583)
Small-Cap Index Fund 33,177
Total Bond Market Index Fund 24,612
-----------
Total shares of registered investment companies
$(3,132,744)
===========
5. NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets relating to the nonparticipant-directed
investments as of December 31 is as follows:
2001 2000
--------------------------
ASSETS:
Robbins & Myers, Inc. common stock $5,938,640 $6,618,046
7
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, 2001 is as
follows:
ADDITIONS
Net appreciation in fair value of investments $ (177,282)
Contributions 1,194,570
Interest and dividends 58,045
-----------
Total additions 1,075,333
DEDUCTIONS
Benefit payments and withdrawals 455,609
-----------
Total deductions 455,609
Interfund transfers out (1,299,130)
-----------
Net decreases (679,406)
Net assets available for benefits, at beginning of year 6,618,046
-----------
Net assets available for benefits, at end of year $ 5,938,640
===========
6. TRANSACTIONS WITH RELATED PARTIES
As of December 31, 2001 and 2000, the Plan held 253,680 and 274,323 shares,
respectively, of Robbins & Myers, Inc. common stock in a company stock fund.
During 2001, shares were purchased at a total cost of $2,058,940 and shares were
sold at a total selling price of $2,561,065.
8
SUPPLEMENTAL SCHEDULES
Robbins & Myers, Inc.
Employee Savings Plan
Employer Identification Number 31-0424220/ Plan Number 011
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
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. * 253,680 shares of common
stock $ 6,251,021 $ 5,938,640
The Vanguard Group, Inc.:*
Wellington Fund 218,148 units of Registered
Investment Company ** 5,946,701
Windsor Fund 479,581 units of Registered
Investment Company ** 7,500,642
Windsor II Fund 70,441 units of Registered
Investment Company ** 1,802,589
U.S. Growth Fund 213,594 units of Registered
Investment Company ** 4,026,251
Retirement Savings Trust 6,705,504 units of Common
Collective Trust ** 6,705,504
500 Index Fund 68,435 units of Registered
Investment Company ** 7,246,606
International Growth Fund 50,065 units of Registered
Investment Company ** 751,471
Prime Money Market Fund 508,706 units of Registered
Investment Company ** 508,706
Small Cap Index Fund 82,402 units of Registered
Investment Company ** 1,633,203
Total Bond Market Index Fund 152,956 units of Registered
Investment Company ** 1,550,976
Participant Loans Interest rates from 5.75-9.75% 1,137,760
-------------------------------------
$ 6,251,021 $44,749,049
=====================================
* Party-in-interest to the Plan.
** Cost of asset is not required to be disclosed as investment is
participant-directed.
9
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, 2001
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 $2,058,940 $ - $ 2,058,940 $ 2,058,940 $ -
- 2,561,065 2,142,591 2,561,065 418,474
Note: Sections (e) and (f) are not applicable. There were no category (i),
(ii), or (iv) transactions during the year.