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EXHIBIT 99.1
Audited Financial Statements
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Audited Financial Statements
and Other Financial Information
Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
For the year ended December 31, 1995
and the six months ended December 31, 1994
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Audited Financial Statements
and Other Financial Information
For the year ended December 31, 1995
and the six months ended December 31,1994
TABLE OF CONTENTS
Report of Independent Auditors...........................................................................1
Audited Financial Statements
Statement of Assets Available for Plan Benefits .........................................................3
Statement of Changes in Assets Available for Plan Benefits ..............................................4
Notes to Financial Statements............................................................................5
Other Financial Information
Schedule of Assets Held for Investment..................................................................12
Schedule of Transactions or Series of Transactions in Excess of 5 Percent of the
Current Value of Plan Assets.........................................................................13
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Report of Independent Auditors
Corporate Benefits Committee
Robbins & Myers, Inc. Savings Plan
for Salaried Employees of Chemineer, Edlon, and Pfaudler
We were engaged to audit the accompanying financial statements and schedules of
the Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer,
Edlon, and Pfaudler for the year ended December 31, 1995 and the six months
ended December 31, 1994, as listed in the table of contents. These financial
statements and schedules are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. 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 the 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.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Vanguard Fiduciary Trust
Company, the trustee of the Plan, and transactions in those assets were excluded
from the scope of our audit of the Plan's 1994 financial statements, except for
comparing the information provided by the trustee with the related information
included in the financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of December 31, 1994. The form and content of the information included in the
financial statements and schedules, other than that derived from the investment
information certified by the trustee, have been audited by us in accordance with
generally accepted auditing standards and, in our opinion, are presented in
compliance with the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
In our opinion, the financial statements referred to above, present fairly, in
all material respects, the assets available for plan benefits of the Plan at
December 31, 1995 and the changes in its assets available for plan benefits for
the year then ended, in conformity with generally accepted accounting
principles.
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Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held for investment for the year ending December 31, 1995, and transactions or
series of transactions in excess of 5 percent of the current value of plan
assets for the year ending December 31, 1995 are presented for purposes of
additional analysis and are not a required part of the basic 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. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
May 8, 1996
Dayton, Ohio /s/ Ernst & Young LLP
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Statement of Assets Available for Plan Benefits
DECEMBER 31
1995 1994
-----------------------------------
ASSETS
Investments at fair value:
Robbins & Myers Common Stock $ 3,434,942 $ -
Vanguard Wellington Fund 3,168,100 2,179,563
Vanguard Windsor Fund 6,297,658 1,759,425
VMMR Prime Portfolio 830,497 725,665
Vanguard Index Small Capitalization Portfolio 887,509 640,083
Vanguard Windsor II 1,977,100 1,314,480
Vanguard Index 500 Portfolio 12,849 -
Vanguard U.S. Growth Fund 1,464,812 -
T. Rowe Price Stable Value Fund 1,973,316 -
Investment Contract Trust 2,921,230 3,355,576
-----------------------------------
Total investments 22,968,013 9,974,792
Receivables:
Employer contribution receivable 85,315 33,287
Employee contribution receivable 265,164 91,828
Loans receivable from participants 380,876 -
-----------------------------------
Total receivables 731,355 125,115
-----------------------------------
Assets available for plan benefits $23,699,368 $10,099,907
===================================
See accompanying notes.
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Statement of Changes in Assets Available for Plan Benefits
FOR THE FOR THE SIX
YEAR ENDED MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1995 1994
----------------------------------------
ADDITIONS
Contributions from employees $ 1,574,166 $ 586,550
Contributions from employer 503,518 216,565
Dividends and interest 814,395 358,210
Transfer of assets from the Robbins & Myers Inc. Employee Savings
Plan (Note 1) 10,674,170 -
----------------------------------------
Total additions 13,566,249 1,161,325
DEDUCTIONS
Withdrawals 1,375,496 495,580
Administrative expenses 1,960 615
----------------------------------------
Total deductions 1,377,456 496,195
Unrealized and realized appreciation (depreciation)
in fair value of investments 1,410,668 (572,615)
----------------------------------------
Net additions 13,599,461 92,515
Assets available for plan benefits at beginning of period 10,099,907 -
Transfer from previous plan (Note 1) - 10,007,392
----------------------------------------
Assets available for plan benefits at end of period $23,699,368 $10,099,907
========================================
See accompanying notes.
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements
December 31, 1995
1. DESCRIPTION OF PLAN
The Robbins & Myers, Inc. Savings Plan for Salaried Employees of Chemineer,
Edlon, and Pfaudler (the Plan) is a defined contribution plan which covers
salaried employees of Chemineer, Inc., Edlon, Inc., and Pfaudler, Inc. These
companies were acquired from Eagle Industries, Inc. by Robbins & Myers, Inc.
(the Company) on June 30, 1994. Effective July 1, 1994, all assets and
participant account balances of the Eagle Industries, Inc. Employee Savings Plan
attributed to participants who were employees of Chemineer, Inc., Edlon, Inc.,
and Pfaudler, Inc. were transferred to the Plan.
Each year, participants can make contributions of between 2 percent and 12
percent of pretax or after-tax annual compensation, as defined by the Plan. The
Company contributes 50 percent of an employee's annual contribution. 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, as well as the
Company's matching contribution and any earnings on these contributions.
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.
Effective December 31, 1995, the total investment in the Robbins & Myers, Inc.
Employee Savings Plan was merged with the Plan. The effect of this transaction
was a $10,674,170 increase in plan assets.
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.
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan maintains its accounting records on the accrual basis of accounting.
The preparation of the financial statements in accordance with generally
accepted accounting principles requires the use of management's estimates. All
assets of the Plan are held by the trustee.
INVESTMENT VALUATION
The Plan's investments are stated at fair value. The shares of registered
investment companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year-end.
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. Realized gains and losses on securities represent the
difference between the proceeds received and the average cost of securities
sold. Unrealized appreciation (depreciation) on securities represents the
difference between the current value and the cost of the investment and is
reflected in the statement of changes in assets available for plan benefits as a
part of unrealized and realized appreciation (depreciation) in fair value of
investments.
PARTICIPANTS' ACCOUNT BALANCES
All contributions are allocated to the individual participant accounts as
contributions are received.
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
3. INVESTMENTS
During the period, the Plan's investments (including investments bought, sold,
as well as held during the period) appreciated (depreciated) in value as
follows:
FOR THE
YEAR ENDED FOR THE SIX MONTHS
DECEMBER 31, ENDED DECEMBER 31,
1995 1994
---------------------------------------
Robbins & Myers Common Stock $ 14,340 $ -
Vanguard Wellington Fund 578,146 (137,685)
Vanguard Windsor Fund 259,915 (271,118)
Vanguard Index Small Capitalization Portfolio 153,917 (36,158)
Vanguard Index 500 40 -
Vanguard Windsor II 404,310 (127,654)
---------------------------------------
$ 1,410,668 $ (572,615)
=======================================
The fair value of individual investments that represent 5 percent or more of the
Plan's fair value of net assets available for plan benefits is as follows:
DECEMBER 31
1995 1994
---------------------------------------
Robbins & Myers Common Stock $3,434,942 $ -
Vanguard Wellington Fund 3,168,100 2,179,563
Vanguard Windsor Fund 6,297,658 1,759,425
VMMR Prime Portfolio 830,497 725,665
Vanguard Index Small Capitalization Portfolio 887,509 640,083
Vanguard Windsor II 1,977,100 1,314,480
Vanguard U.S. Growth Fund 1,464,812 -
T. Rowe Price Stable Value Fund 1,973,316 -
Investment Contract Trust 2,921,230 3,355,576
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
4. INVESTMENT FUND ACTIVITY
The Plan provides that participants may direct their and the Company's
contributions to various types of investment funds. The changes in assets
available for plan benefits of the various funds for the year ended December 31,
1995 are summarized in the following tables:
YEAR ENDED DECEMBER 31, 1995
----------------------------------------------------------------------------------------
ROBBINS & VANGUARD
MYERS VANGUARD VANGUARD VMMR INDEX SMALL VANGUARD
COMMON WELLINGTON WINDSOR PRIME CAPITALIZATION VANGUARD INDEX 500
STOCK FUND FUND PORTFOLIO PORTFOLIO WINDSOR II PORTFOLIO
----------------------------------------------------------------------------------------
ADDITIONS
Contributions from employees $ 42,130 $ 428,679 $ 361,323 $ 77,142 $128,875 $ 186,004 $27,609
Contributions from employer 66,671 104,785 102,660 32,511 39,707 58,648 -
Dividends and interest 1,620 149,594 288,571 47,003 31,273 112,172 -
Transfers in 483,525 - 4,243 1,082 - 51,450 -
Transfer of assets from the Robbins &
Myers, Inc. Employee Savings Plan 2,942,046 - 3,732,881 - - - -
----------------------------------------------------------------------------------------
Total additions 3,535,992 683,058 4,489,678 157,738 199,855 408,274 27,609
DEDUCTIONS
Withdrawals 32 253,813 171,320 61,897 28,327 167,059 -
Administrative expenses - - - - 1,960 - -
Transfers out - 13,432 - - 78,730 - -
----------------------------------------------------------------------------------------
Total deductions 32 267,245 171,320 61,897 109,017 167,059 -
Unrealized and realized appreciation
in fair value of investments 14,340 578,146 259,915 - 153,917 404,310 40
----------------------------------------------------------------------------------------
Net additions 3,550,300 993,959 4,578,273 95,841 244,755 645,525 27,649
Assets available for plan benefits at
beginning of year - 2,209,326 1,786,627 734,656 651,055 1,331,575 -
----------------------------------------------------------------------------------------
Assets available for plan benefits at
end of year $3,550,300 $3,203,285 $6,364,900 $830,497 $895,810 $1,977,100 $27,649
========================================================================================
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
4. INVESTMENT FUND ACTIVITY (CONTINUED)
YEAR ENDED DECEMBER 31, 1995
-------------------------------------------------------------------------------------
T. ROWE
INVESTMENT VANGUARD INTERNATIONAL PRICE
CONTRACT U.S. GROWTH GROWTH TOTAL BOND STABLE PARTICIPANT
TRUST FUND PORTFOLIO MARKET VALUE FUND LOANS TOTAL
-------------------------------------------------------------------------------------
ADDITIONS
Contributions from employees $ 294,762 $ 15,476 $6,460 $5,706 $ - $ - $ 1,574,166
Contributions from employer 98,536 - - - - - 503,518
Dividends and interest 184,162 - - - - - 814,395
Transfers in - - - - - - 540,300
Transfer of assets from the Robbins &
Myers, Inc. Employee Savings Plan 119,653 1,498,270 - - 2,000,444 380,876 10,674,170
-------------------------------------------------------------------------------------
Total additions 697,113 1,513,746 6,460 5,706 2,000,444 380,876 14,106,549
DEDUCTIONS
Withdrawals 693,048 - - - - - 1,375,496
Administrative expenses - - - - - - 1,960
Transfers out 448,138 - - - - - 540,300
-------------------------------------------------------------------------------------
Total deductions 1,141,186 - - - - - 1,917,756
Unrealized and realized appreciation
in fair value of investments - - - - - - 1,410,668
-------------------------------------------------------------------------------------
Net (deductions) additions (444,073) 1,513,746 6,460 5,706 2,000,444 380,876 13,599,461
Assets available for plan benefits
at beginning of year 3,386,668 - - - - - 10,099,907
=====================================================================================
Assets available for plan benefits
at end of year $2,942,595 $1,513,746 $6,460 $5,706 $2,000,444 $380,876 $23,699,368
=====================================================================================
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
4. INVESTMENT FUND ACTIVITY (CONTINUED)
The Plan provides that participants may direct their and the Company's
contributions to various types of investment funds. The changes in assets
available for plan benefits of the various funds for the six months ended
December 31, 1994 are summarized in the following tables:
SIX MONTHS ENDED DECEMBER 31, 1994
-----------------------------------------------------------------------------------------------
VANGUARD
VANGUARD VANGUARD VMMR INDEX SMALL INVESTMENT
WELLINGTON WINDSOR PRIME CAPITALIZATION VANGUARD CONTRACT
FUND FUND PORTFOLIO PORTFOLIO WINDSOR II GIC I-92 TRUST TOTAL
-----------------------------------------------------------------------------------------------
ADDITIONS
Contributions from employees $ 147,292 $ 133,062 $ 41,087 $ 52,915 $ 76,742 $ - $ 135,452 $ 586,550
Contributions from employer 50,895 48,323 17,715 18,994 26,526 - 54,112 216,565
Dividends and interest 55,358 139,393 11,293 24,223 63,899 11,250 52,794 358,210
Transfers in - 17,703 48,459 577 10,000 - 596,043 672,782
-----------------------------------------------------------------------------------------------
Total additions 253,545 338,481 118,554 96,709 177,167 11,250 838,401 1,834,107
DEDUCTIONS
Withdrawals 80,484 81,657 62,470 8,456 32,501 48,449 181,563 495,580
Administrative expenses - - - 615 - - - 615
Transfers out 51,175 - 20,316 - 3,310 596,914 1,067 672,782
-----------------------------------------------------------------------------------------------
Total deductions 131,659 81,657 82,786 9,071 35,811 645,363 182,630 1,168,977
Unrealized and realized depreciation
in fair value of investments 137,685 271,118 - 36,158 127,654 - - 572,615
-----------------------------------------------------------------------------------------------
Net (deductions) additions (15,799) (14,294) 35,768 51,480 13,702 (634,113) 655,771 92,515
Transfer from previous plan (Note 1) 2,225,125 1,800,921 698,888 599,575 1,317,873 634,113 2,730,897 10,007,392
-----------------------------------------------------------------------------------------------
Assets available for plan benefits at
end of period $2,209,326 $1,786,627 $734,656 $651,055 $1,331,575 $ - $3,386,668 $10,099,907
===============================================================================================
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Notes to Financial Statements (continued)
5. INCOME TAX STATUS
The Plan administrator will apply with the Internal Revenue Service for the Plan
to qualify under Section 401(a) of the Internal Revenue Code (IRC) and,
therefore, not be subject to tax under present income tax law. Once qualified,
the Plan is required to operate in conformity with the IRC to maintain its
qualification.
6. TRANSACTIONS WITH PARTIES-IN-INTEREST
As of December 31, 1995, the Plan held 114,498 shares of Robbins & Myers, Inc.
common stock in a company stock fund. During 1995 17,661 shares were purchased
at a cost of $515,630.
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OTHER FINANCIAL INFORMATION
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Robbins & Myers, Inc.
Savings Plan for Salaried Employees
of Chemineer, Edlon, and Pfaudler
Schedule of Assets Held for Investment
December 31, 1995
SHARES/ CURRENT
DESCRIPTION OF INVESTMENT UNITS COST VALUE
- ----------------------------------------------------------------------------------------
Robbins & Myers Common Stock 114,498.000 $ 2,533,529 $ 3,434,942
Vanguard Wellington Fund 129,680.710 2,733,878 3,168,100
Vanguard Windsor Fund 433,424.502 6,308,487 6,297,658
VMMR Prime Portfolio 830,496.530 830,497 830,497
Vanguard Index Small Capitalization
Portfolio 47,669.880 773,314 887,509
Vanguard Windsor II 95,697.008 1,707,015 1,977,100
Vanguard Index 500 Portfolio 223.076 12,809 12,849
Vanguard U.S. Growth Fund 71,980.934 1,464,812 1,464,812
T. Rowe Price Stable Value Fund 1,973,315.870 1,973,316 1,973,316
Investment Contract Trust 2,921,229.900 2,921,230 2,921,230
=============================
$21,258,887 $22,968,013
=============================
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Robbins & Myers, Inc. Savings Plan for
Salaried Employees of Chemineer, Edlon, and Pfaudler
Schedule of Transactions or Series of Transactions in Excess of 5 Percent of the
Current Value of Plan Assets
For the year ended December 31, 1995
IDENTITY DESCRIPTION NUMBER NUMBER NET
OF OF OF PURCHASE OF SELLING HISTORICAL CURRENT GAIN
PARTY INVOLVED ASSETS PURCHASES PRICE SALES PRICE COST VALUE (LOSS)
- ------------------------------------------------------------------------------------------------------------------------------
CATEGORY (III)--A SERIES OF TRANSACTIONS IN EXCESS OF 5 PERCENT OF PLAN ASSETS
Robbins & Myers
Common Stock Shares 16 $515,630 - $ - $ - $ - $ -
Vanguard Wellington Fund Participating Units 40 768,299 - - - - -
Vanguard Windsor Fund Participating Units 32 846,241 - - - - -
Investment Contract Trust Participating Units 68 700,231 59 1,252,422 1,252,422 1,252,422 -
There were no category (i), (ii) or (iv) reportable transactions for the year.
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