Exhibit 99.1
Financial Statements and Supplemental Schedule
Robbins & Myers, Inc. Savings Plan for Union Employees
December 31, 2002 and 2001 and for the year ended December 31, 2002 with Report
of Independent Auditors
Robbins & Myers, Inc.
Savings Plan for Union Employees
Financial Statements and
Supplemental Schedule
December 31, 2002 and 2001 and
for the year ended December 31, 2002
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 Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)...............................................9
Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc. Savings Plan for Union Employees
We have audited the accompanying statements of net assets available for benefits
of the Robbins & Myers, Inc. Savings Plan for Union Employees as of December 31,
2002 and 2001 and related statement of changes in net assets available for
benefits for the year ended December 31, 2002 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, 2002 and 2001 and the changes in its net assets available for
benefits for the year ended December 31, 2002, 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 schedule of assets
(held at end of year) as of December 31, 2002 is presented for purposes of
additional analysis and is not a required part of the financial statements but
is 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
May 2, 2003
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Statements of Net Assets Available for Benefits
DECEMBER 31
2002 2001
---------------------------
ASSETS
Investments at fair value $8,302,217 $9,132,013
Participant loans at estimated fair value 218,170 -
---------------------------
Total investments 8,520,387 9,132,013
Contributions receivable:
Employee 58,313 66,766
Employer 13,851 16,358
---------------------------
Total receivables 72,164 83,124
---------------------------
Net assets available for benefits $8,592,551 $9,215,137
===========================
See accompanying notes.
2
Robbins & Myers, Inc.
Savings Plan for Union Employees
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2002
ADDITIONS
Employee contributions $ 763,760
Employer contributions 182,057
Dividend income - Robbins & Myers, Inc. common stock 5,056
Dividend and interest income 249,910
-----------
Total additions 1,200,783
DEDUCTIONS
Net depreciation in fair value of investments 1,038,279
Benefits paid directly to participants 785,090
-----------
Total deductions 1,823,369
-----------
Net decrease (622,586)
Net assets available for benefits, at beginning of year 9,215,137
-----------
Net assets available for benefits, at end of year $ 8,592,551
===========
See accompanying notes.
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements
December 31, 2002
1. DESCRIPTION OF THE PLAN
The following description of the Robbins & Myers, Inc. (the Company) Savings
Plan for Union Employees (the Plan) provides only general information.
Participants should refer to the Summary Plan Description for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan, which covers hourly employees of
Pfaudler, Inc., Chemineer, Inc., and Moyno, Inc., who are covered by collective
bargaining agreements at their United States operations. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
Each year, participants can make pre-tax and/or after-tax basis contributions up
to a maximum of 12 percent of annual compensation as defined in the Plan. For
Pfaudler employees, the plan sponsor contributes an additional 50 percent of the
first 6 percent of each participant's compensation that the participant elects
to contribute. For Moyno, Inc. employees, the plan sponsor contributes an
additional 20 percent of the first 6 percent of each participant's compensation.
The plan sponsor does not make any matching contributions for employees of
Chemineer.
DISTRIBUTIONS
Distributions of vested balances are available upon termination subject to the
approval of the Plan Administrator, retirement after attaining age sixty-five,
death, or permanent and total disability. Distributions are made in either a
lump sum payment or an annuity to designated beneficiaries and joint survivors.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contributions and (b) plan earnings. All
amounts in participant accounts are invested in the Plan's investment options as
directed by the participants. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's account.
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
VESTING
Participants are immediately vested in their contributions and any earnings on
these contributions. Employees of Pfaudler, Inc. are 100% vested in employer
matching contributions immediately. Matching contributions made by the Company
for Moyno, Inc. employees 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%
ADMINISTRATIVE EXPENSES
Brokerage fees and other direct costs of investments are paid by the fund to
which the costs are attributable. All other expenses are paid by the Company.
PLAN TERMINATION
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 accounts.
PLAN AMENDMENTS
The Company amended the Plan to adopt certain provision of the Economic Growth
and Tax Relief Reconciliation Act of 2001 (EGTRRA). This amendment is intended
as good faith compliance with the requirements of EGTRRA effective January 1,
2002.
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PLAN AMENDMENTS (CONTINUED)
Effective January 1, 2002, participants of the Pfaudler bargaining unit 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. 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 bears interest at a rate commensurate with local
prevailing rates.
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 the common stock
and the registered investment companies are valued at quoted market prices,
which represent the net asset values of shares held by the Plan at year-end. The
units of the common collective trust are based on redemption values on the last
business day of the Plan year.
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.
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements (continued)
3. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated November 5, 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 Company has
indicated that it will take the necessary steps, if any, to maintain the Plan's
qualified status.
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:
2002 2001
-----------------------------
Robbins & Myers, Inc. common stock $ 461,205 $ 517,013
The Vanguard Group, Inc.:
Prime Money Market Fund 794,514 794,838
Wellington Fund 1,971,730 2,241,885
Windsor II Fund 1,647,626 2,152,472
Retirement Savings Trust 2,360,589 1,926,873
Small Cap Index Fund 440,281 707,335
500 Index Fund 530,590 712,535
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Robbins & Myers, Inc.
Savings Plan for Union Employees
Notes to Financial Statements (continued)
4. INVESTMENTS (CONTINUED)
During the year ended December 31, 2002, 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 $ (96,557)
=========
The Vanguard Group, Inc. (registered
investment companies):
Wellington Fund $(227,339)
Windsor II Fund (401,906)
Small-Cap Index Fund (144,592)
International Growth Fund (77)
U.S. Growth Fund (246)
500 Index Fund (169,674)
Total Bond Market Index Fund 2,112
---------
Total registered investment companies $(941,722)
=========
5. TRANSACTIONS WITH RELATED PARTIES
As of December 31, 2002 and 2001, the Plan held 25,066 and 22,085 shares,
respectively, of Robbins & Myers, Inc. common stock in a company stock fund.
During 2002, shares were purchased at a total cost of $210,892 and shares were
sold at a total selling price of $170,143.
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SUPPLEMENTAL SCHEDULE
Robbins & Myers, Inc.
Savings Plan for Union Employees
Employer Identification Number 31-0424220/ Plan Number 012
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2002
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. * 25,066 shares of Common
Stock ** $ 461,205
The Vanguard Group, Inc.:*
Wellington Fund 80,282 units of Registered
Investment Company ** 1,971,730
Windsor II Fund 79,213 units of Registered
Investment Company ** 1,647,626
Retirement Savings Trust 2,360,589 units of Common
Collective Trust ** 2,360,589
U.S. Growth Fund 170 units of Registered
Investment Company ** 2,051
International Growth Fund 20 units of Registered
Investment Company ** 238
500 Index Fund 6,538 units of Registered
Investment Company ** 530,590
Prime Money Market Fund 794,514 units of Registered
Investment Company ** 794,514
Small Cap Index Fund 28,115 units of Registered
Investment Company ** 440,281
Total Bond Market Index Fund 8,997 units of Registered
Investment Company ** 93,393
Participant Loans Interest rates from 5.75%- 6.50% 218,170
-----------------
$8,520,387
=================
* Party-in-interest to the Plan.
** Cost of asset is not required to be disclosed as investment is
participant-directed.
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