1 EXHIBIT 99.1 Audited Financial Statements and Other Financial Information Robbins & Myers, Inc. Savings Plan for Union Employees Years ended December 31, 1996 and 1995 with Report of Independent Auditors 2 [Ernst & Young LLP Letterhead] Report of Independent Auditors Corporate Benefits Committee Robbins & Myers, Inc. Savings Plan for Union Employees We have audited the accompanying financial statements and of the Robbins & Myers, Inc. Savings Plan for Union Employees (the Plan), as of December 31, 1996 and 1995 and for the years then ended 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 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 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 plan benefits of the Plan at December 31, 1996 and 1995 and the changes in its assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. 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 for the year ending December 31, 1996, and transactions or series of transactions in excess of 5 percent of the current value of plan assets for the year ending December 31, 1996 are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The supplemental schedules have been subjected to the 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. Ernst & Young LLP May 16, 1997 3 Robbins & Myers, Inc. Savings Plan for Union Employees Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1996 Robbins & Myers, Inc. Savings Plan for Union Employees Statements of Assets Available for Plan Benefits DECEMBER 31 1996 1995 ---------------------- Assets Investments at fair value: Robbins & Myers Inc. Common Stock $77,458 $0 VMMR Prime Portfolio 236,996 195,986 Vanguard Wellington Fund 1,039,604 664,408 Vanguard Windsor II 713,298 355,643 Vanguard Index Small Capitalization Portfolio 226,348 104,405 Vanguard Investment Contract Trust 1,123,121 894,191 ---------------------- Total investments 3,416,825 2,214,633 Contributions receivable: Employee 68,946 47,007 Employer 18,074 16,580 ---------------------- Assets available for plan benefits $3,503,845 $2,278,220 ====================== See accompanying notes. 2 4 Robbins & Myers, Inc. Savings Plan for Union Employees Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1996 ROBBINS & VANGUARD VANGUARD MYERS, INC. VMMR VANGUARD VANGUARD INDEX SMALL INVESTMENT COMMON PRIME WELLINGTON WINDSOR CAPITALIZATION CONTRACT STOCK PORTFOLIO FUND II PORTFOLIO TRUST TOTAL -------------------------------------------------------------------------- ADDITIONS Employee contributions $70,605 $69,257 $235,547 $225,781 $95,085 $243,058 $939,333 Employer contributions - 20,813 64,349 49,500 20,228 84,892 239,782 Dividends and interest 210 11,234 77,101 47,415 17,267 60,390 213,617 Transfers in 584 - 8,669 7,333 5,915 - 22,501 -------------------------------------------------------------------------- Total additions 71,399 101,304 385,666 330,029 138,495 388,340 1,415,233 DEDUCTIONS Withdrawals 410 39,661 59,936 32,610 22,623 160,193 315,433 Transfers out - 20,756 - - - 1,745 22,501 -------------------------------------------------------------------------- Total deductions 410 60,417 59,936 32,610 22,623 161,938 337,934 Unrealized and realized appreciation in fair value of investments 11,895 - 55,933 70,197 10,301 - 148,326 -------------------------------------------------------------------------- Net additions 82,884 40,887 381,663 367,616 126,173 226,402 1,225,625 Assets available for plan benefits at beginning of year - 202,011 680,581 365,875 108,399 921,354 2,278,220 Assets available for plan benefits -------------------------------------------------------------------------- at end of year $82,884 $242,898 $1,062,244 $733,491 $234,572 $1,147,756 $3,503,845 ========================================================================== See accompanying notes. 3 5 Robbins & Myers, Inc. Savings Plan for Union Employees Statement of Changes in Assets Available for Plan Benefits Year ended December 31, 1995 Vanguard Putnam VMMR Vanguard Vanguard Index Small Investment Prime Wellington Windsor Capitalization Contract Portfolio Fund II Portfolio Trust Total ---------------------------------------------------------------- ADDITIONS Employee contributions $47,856 $128,823 $81,823 $33,609 $212,760 $504,871 Employer contributions 16,626 43,268 27,932 10,279 73,731 171,836 Dividends and interest 9,717 30,556 19,417 3,679 46,628 109,997 Transfers in - 270 8,650 539 28 9,487 ----------------------------------------------------------------- Total additions 74,199 202,917 137,822 48,106 333,147 796,191 DEDUCTIONS Withdrawals 30,029 51,087 24,291 16,724 114,221 236,352 Transfers out - 290 28 - 9,169 9,487 ----------------------------------------------------------------- Total deductions 30,029 51,377 24,319 16,724 123,390 245,839 Unrealized and realized appreciation in fair value of investments - 116,524 64,515 15,546 - 196,585 ----------------------------------------------------------------- Net additions 44,170 268,064 178,018 46,928 209,757 746,937 Assets available for plan benefits at beginning of year 157,841 412,517 187,857 61,471 711,597 1,531,283 Assets available for plan benefits ----------------------------------------------------------------- at end of year $202,011 $680,581 $365,875 $108,399 $921,354 $2,278,220 ================================================================ See accompanying notes. 4 6 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements December 31, 1996 1. DESCRIPTION OF THE PLAN The Robbins & Myers, Inc. Savings Plan for Union Employees of Pfaudler was amended on January 1, 1996 to cover both the employees of Pfaudler, Inc. and Chemineer, Inc. and the name of the plan was changed to the Robbins & Myers, Inc. Savings Plan for Union Employees (the Plan). The Plan is a defined contribution plan which covers hourly employees of Pfaudler, Inc. and Chemineer, Inc. who are covered by a collective bargaining agreement at their United States operations. Each year, participants can make pretax and/or after-tax basic contributions up to a maximum of either 6 percent (Chemineer) or 12 percent (Pfaudler) 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. The plan sponsor does not make any matching contributions for employees of Chemineer. Participants are immediately vested in their contributions, as well as any of Robbins & Myers, Inc.'s (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. 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. All assets of the Plan are held by the trustee. 5 7 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INVESTMENTS 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. The units of the Vanguard Investment Contract Fund are valued at their contract values 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. Realized gains and losses on securities represent the difference between the proceeds received and the average cost of securities sold. Unrealized appreciation and depreciation on securities represent the difference between fair value at the beginning of the period and the end of the period. MANAGEMENT'S USE OF ESTIMATES The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of changes in net assets during the reporting period. Actual results could differ from those estimates. 3. INCOME TAX STATUS The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not 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 8 Robbins & Myers, Inc. Savings Plan for Union Employees Notes to Financial Statements (continued) 4. INVESTMENTS The fair value of individual investments that represent 5 percent of more of Plan's fair value of net assets available for plan benefits is as follows: DECEMBER 31, 1996 1995 ------------------------------------- VMMR Prime Portfolio $ 236,996 $195,986 Vanguard Wellington Fund 1,039,604 664,408 Vanguard Windsor II 713,298 355,643 Vanguard Investment Contract Trust 1,123,121 894,191 Vanguard Index Small Capitalization Portfolio 226,348 - 5. TRANSACTIONS WITH PARTIES-IN-INTEREST As of December 31, 1996, the Plan held 3,098 shares of Robbins & Myers, Inc. common stock in a company stock fund. All of these shares were purchased during 1996 at a total cost of $65,619. 7 9 Other Financial Information 10 Robbins & Myers, Inc. Savings Plan for Union Employees Schedule of Assets Held for Investment December 31, 1996 Shares/ Current Description of Investment Units Cost Value -------------------------------------------------------------------- Robbins & Myers, Inc. Common Stock 3,098 $ 65,619 $ 77,458 VMMR Prime Portfolio 236,996 236,996 236,996 Vanguard Wellington 39,756 986,662 1,039,604 Vanguard Windsor II 29,933 648,073 713,298 Vanguard Index Small Capitalization Portfolio 11,189 217,550 226,348 Vanguard Investment Contract Trust 1,123,121 1,123,121 1,123,121 -------------------- $3,278,021 $3,416,825 ===================== 8 11 Robbins & Myers, Inc. Savings Plan for Union Employees Transactions or Series of Transactions in Excess of 5 Percent of the Current Value of Plan Assets For the year ended December 31, 1996 DESCRIPTION NUMBER NUMBER IDENTITY OF OF OF PURCHASE OF SELLING HISTORICAL CURRENT NET 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 Vanguard Wellington Fund Participating Units 25 $387,526 54 $68,264 $65,273 $68,264 $2,991 Vanguard Windsor II Participating Units 28 391,922 42 104,464 99,492 104,464 4,972 Vanguard Investment Contract Trust Participating Units 48 467,406 55 238,769 238,769 238,769 - VMMR Prime Portfolio Participating Units 36 101,369 40 60,417 60,417 60,417 - Vanguard Index Small Capitalization Portfolio Participating Units 20 134,737 31 21,920 20,417 21,920 1,503 There were no category (i), (ii), or (iv) reportable transactions for the year. 9