<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended April 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
----------------- ----------------
Commission File Number 0-19818
ROPER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0263969
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
160 Ben Burton Road
Bogart, Georgia 30622
(Address of principal executive offices) (Zip Code)
(706) 369-7170
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of the Registrant's common stock as of
June 11, 1996 was 15,144,666.
<PAGE>
ROPER INDUSTRIES, INC.
REPORT ON FORM 10-Q FOR THE QUARTER ENDED APRIL 30, 1996
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Earnings 1
Condensed Consolidated Balance Sheets 2
Condensed Consolidated Statements of Cash Flows 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROPER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months ended Six Months Ended
April 30 April 30
1996 1995 1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales $ 47,105 $ 39,822 $100,001 $ 74,233
Cost of sales 24,605 20,143 48,501 36,696
- ------------------------------------------------------------------------------
Gross profit 22,500 19,679 51,500 37,537
Selling, general and
administrative expenses 13,726 12,623 29,167 25,171
- ------------------------------------------------------------------------------
Income from operations 8,774 7,056 22,333 12,366
Interest expense 292 592 679 980
Other income 19 34 92 70
- ------------------------------------------------------------------------------
Earnings before income taxes 8,501 6,498 21,746 11,456
Income taxes 2,848 2,284 7,284 4,004
- ------------------------------------------------------------------------------
Net earnings $ 5,653 $ 4,214 $ 14,462 $ 7,452
==============================================================================
Per share data:
Earnings per common share (note 2) $ 0.37 $ 0.28 $ 0.94 $ 0.50
=============================================================================
Cash dividends per common share $ 0.075 $ 0.05 $ 0.15 $ 0.10
=============================================================================
Weighted average common
shares outstanding 15,434 15,067 15,364 15,040
=============================================================================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1
<PAGE>
ROPER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS)
April 30, October 31,
ASSETS 1966 1995
- -----------------------------------------------------------------------------
CURRENT ASSETS
Cash and cash equivalents $ 1,955 $ 2,322
Receivable (note 3) 37,279 38,853
Inventories (note 5) 25,462 23,330
Other current assets 1,357 2,063
- -------------------------------------------------------------------------------
Total current assets 66,053 66,568
- -------------------------------------------------------------------------------
PROPERTY, PLANT & EQUIPMENT
Property, plant and equipment 48,316 45,583
Less: accumulated depreciation (26,442) (24,834)
- ------------------------------------------------------------------------------
Property, plant and equipment, net 21,874 20,749
- ------------------------------------------------------------------------------
Intangibles and other assets, net 66,949 68,228
- -------------------------------------------------------------------------------
TOTAL ASSETS $154,876 $155,545
===============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------
CURRENT LIABILITIES
Accounts payable $ 8,150 $ 7,690
Other current liabilities 10,595 15,051
Income taxes payable 2,186 4,959
- -------------------------------------------------------------------------------
Total current liabilities 20,931 27,700
- -------------------------------------------------------------------------------
NON-CURRENT LIABILITIES
Long-term debt 12,652 20,150
Other liabilities 2,436 2,100
- ------------------------------------------------------------------------------
Total liabilities 36,019 49,950
- ------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Preferred stock - -
Common stock 150 149
Additional paid-in capital 44,781 43,379
Retained earnings 73,926 62,067
- -------------------------------------------------------------------------------
Total stockholders' equity 118,857 105,595
- -------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $154,876 $155,545
===============================================================================
See accompanying notes to condensed consolidated financial statements
2
<PAGE>
ROPER INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
Six Months Ended
April 30,
1996 1995
- ----------------------------------------------------------------------------
Net cash provided by operating
activities $ 12,643 $ 5,517
- ----------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of net assets of Uson, net of cash acquired - (12,002)
Capital expenditures (3,150) (1,369)
Other (32) -
- ----------------------------------------------------------------------------
Net cash used in investing activities (3,182) (13,371)
- -----------------------------------------------------------------------------
Cash flows from financig activities:
Proceeds from long-term debt 19,953 21,700
Pricipal payments on long-term debt (27,418) (9,995)
Decrease in bank overdraft (699) (106)
Dividends paid on common stock (2,248) (1,485)
Other 688 208
- ----------------------------------------------------------------------------
Net cash provided by (used in) financing activities (9,724) 10,322
- ----------------------------------------------------------------------------
Effect of exchange rate changes on cash (104) 76
Net increase (decrease) in cash and
cash equivalents (367) 2,544
- -----------------------------------------------------------------------------
Cash and cash equivalents, beginning of period 2,322 2,023
Cash and cash equivalents, end of period $ 1,955 $ 4,567
=============================================================================
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
ROPER INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements for the three-month
and six-month periods ended April 30, 1996 and 1995 are unaudited. In the
opinion of management, the accompanying unaudited consolidated financial
statements reflect all adjustments, which include only normal recurring
adjustments, necessary to present fairly the financial position, results of
operations and cash flows of Roper Industries, Inc. and its wholly-owned
subsidiaries ("the Company") for all periods presented.
The results of operations are not necessarily indicative of the results to be
expected for the full fiscal year. It is recommended that these unaudited
condensed consolidated financial statements be read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's 1995 Annual Report on Form 10-K as filed with the Securities and
Exchange Commission.
2. EARNINGS PER SHARE
Earnings per common share is calculated by dividing net earnings by the weighted
average common and common equivalent shares outstanding during the period.
Common stock equivalents consist of stock options. There is no difference
between earnings per share on a primary or fully diluted basis.
3. CONCENTRATION OF CREDIT RISK
At April 30,1996, the Company had approximately $9.0 million of trade
receivables due from Gazprom, the Russian natural gas company, of which $2.4
million is classified as long term assets in the accompanying condensed
consolidated balance sheet. Based on past credit experience with this
customer, management believes that these receivables will be collected.
4. SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments for the six months ended April 30, 1996 and 1995 included interest
of $671,000 and $730,000, respectively and income taxes of $9,250,000 and
$4,934,000, respectively.
4
<PAGE>
5. INVENTORIES
Inventories are summarized below (in thousands):
April 30, October 31,
1996 1995
- -----------------------------------------------------------------------------
Raw materials $ 12,702 $ 12,052
Work in process 7,103 6,218
Finished products 7,241 6,567
Less LIFO Reserve (1,584) (1,516)
- -----------------------------------------------------------------------------
Total $ 25,462 $ 23,330
=============================================================================
6. INDUSTRY SEGMENT
Sales and operating profit by industry segment are set forth in the following
table (in thousands):
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 % Chg. 1996 1995 % Chg.
- -------------------------------------------------------------------------------
Net sales:
Industrial Controls $ 26,813 $ 21,859 22.7% $ 59,946 $ 41,229 45.4%
Fluid Handling 20,292 17,963 13.0% 40,055 33,004 21.4%
- --------------------------------------------------------------------------------
Total $ 47,105 $ 39,822 18.3% $100,001 $ 74,233 34.7%
================================================================================
Gross profit:
Industrial Controls $ 13,542 $ 11,443 18.3% $ 32,870 $ 22,300 47.4%
Fluid Handling 8,958 8,236 8.8% 18,630 15,237 22.3%
- -------------------------------------------------------------------------------
Total $ 22,500 $ 19,679 14.3% $ 51,500 $ 37,537 37.2%
===============================================================================
Operating profit (a):
Industrial Controls $ 3,817 $ 2,781 37.3% $ 12,183 $ 4,733 157.4%
Fluid Handling 5,920 5,114 15.8% 12,223 9,308 31.3%
- -------------------------------------------------------------------------------
Total $ 9,737 $ 7,895 23.3% $ 24,406 $ 14,041 73.8%
===============================================================================
(a) Operating profit is before any allocation for corporate general and
administrative expenses. Corporate general and administrative expenses were
$963 for quarter ended April 30, 1996 and $839 for quarter ended April 30,
1995, and $2,073 and $1,675 for the six months ended April 30, 1996 and 1995,
respectively.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This discussion should be read in conjunction with Management's Discussion and
Analysis included in the Company's latest Annual Report on Form 10-K.
1. RESULTS OF OPERATIONS
GENERAL
For the quarter ended April 30, 1996, the Company achieved increased net sales,
net earnings and earnings per share. Operating results during the quarter
reflect a 12% increase in core business sales (excluding sales to Gazprom)
and the inclusion of recent acquisitions, Uson L.P. ("Uson"), acquired in March
1995, and Metrix Instrument Co. L.P. ("Metrix"), acquired in September 1995.
The following table sets forth certain information relating to the operations of
the Company expressed as a percentage of net sales:
<TABLE>
<CAPTION>
Three Months ended Six Months Ended
April 30 April 30
1996 1995 1996 1995
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 52.2% 50.6% 48.5% 49.4%
- ------------------------------------------------------------------------------
Gross profit 47.8% 49.4% 51.5% 50.6%
Selling, general and
administrative expenses 29.2% 31.7% 29.2% 33.9%
- -----------------------------------------------------------------------------
Income from operations 18.6% 17.7% 22.3% 16.7%
Interest expense 0.6% 1.5% 0.7% 1.3%
Other income 0.0% 0.1% 0.1% 0.0%
- -----------------------------------------------------------------------------
Earnings before income taxes 18.0% 16.3% 21.7% 15.4%
Income taxes 6.0% 5.7% 7.3% 5.4%
- -----------------------------------------------------------------------------
Net earnings 12.0% 10.6% 14.4% 10.0%
=============================================================================
</TABLE>
6
<PAGE>
The profit margins for each segment are listed below as a percentage of net
sales.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
<S> <C> <C> <C> <C>
1996 1995 1996 1995
- ----------------------------------------------------------------------------
Gross profit:
Industrial Controls 50.5% 52.3% 54.8% 54.1%
Fluid Handling 44.2% 45.8% 46.5% 46.2%
- ----------------------------------------------------------------------------
Operating profit (a):
Industrial Controls 14.2% 12.7% 20.3% 11.5%
Fluid Handling 29.2% 28.5% 30.5% 28.2%
- ----------------------------------------------------------------------------
</TABLE>
(a) Before allocation of corporate general and administrative expenses
THREE MONTHS ENDED APRIL 30, 1996 COMPARED TO 1995
Net sales totaled $47.1 million as compared to $39.8 million for the same period
last year. The Industrial Controls segment experienced an increase in net sales
totaling $5.0 million or 23%. Increased demand for core products and inclusion
of the latest two acquisitions, Uson (acquired in March 1995) and Metrix
(acquired in September 1995), were the principal factors affecting this segment.
Net sales for the Fluid Handling segment increased by $2.3 million to $20.3
million, an increase of 13%. The majority of the increase occurred at
Integrated Designs L.P., reflecting shipments on the strong order bookings in
the most recent previous quarters.
Gross profit of $22.5 million in the second quarter of 1996 increased by $2.8
million from the same period last year. The gross margin declined to 47.8% as
compared to 49.4% for 1995. The gross margin for the Industrial Controls
segment declined from 52.3% to 50.5%, impacted by an unfavorable product mix,
principally a higher percentage of lower margin outsourced products shipped to
Gazprom. The gross margin for the Fluid Handling segment decreased to 44.2%
versus 45.8% for 1995, reflective of product mix and lower sales volume at Roper
Pump Company.
Selling, general and administrative expenses (S,G&A) increased by $1.1 million
to $13.7 million, an increase of 9%. S,G&A as a percentage of net sales was
29.2% in 1996 and 31.7% in 1995. Inclusion of Uson and Metrix in the current
quarter was the principal factor affecting S,G&A..
Income from operations increased by $1.7 million to $8.8 million, accompanied by
an increase in the operating margin to 18.6% versus 17.7% in the prior year
period. In the Industrial Controls segment, operating profit (before allocation
of corporate administrative expenses) increased by $1.0 million to $3.8 million
or 14.2% of net sales, principally due to favorable operating leverage on the
7
<PAGE>
higher sales volume. For the Fluid Handling segment, operating profit (before
allocation of corporate administrative expenses) increased by $.8 million to
$5.9 million or 29.2% of net sales. Sales gains by Integrated Designs accounted
for the majority of this increase.
Interest expense decreased by $.3 million, or 51%, principally due to a
reduction in long-term debt outstanding. The Company's effective tax rate was
33.5% versus 35.1% for the same period last year. The decrease in the effective
rate reflects an estimated higher tax benefit associated with foreign sales and
a reduction in the state income tax burden.
Net earnings in the second quarter of 1996 were $5.7 million or $.37 per common
share as compared to $4.2 million of $.28 per common share for 1995.
For the current year quarter, bookings decreased by 9% to $40.9 million (pro
forma to include Uson and Metrix for 1995). The decrease in bookings largely
reflect lower order activity at Integrated Designs. Sales order backlog was
$38.6 million and $36.3 million at April 30, 1996 and 1995, respectively.
SIX MONTHS ENDED APRIL 30, 1996 COMPARED TO 1995
Net sales totaled $100.0 million as compared to $74.2 million for the same
period last year. The Industrial Controls segment experienced an increase in
net sales totaling $18.7 million or 45%. Increased shipments to Gazprom and
inclusion of the latest two acquisitions, Uson and Metrix, were the principal
factors affecting this segment. Net sales for the Fluid Handling segment
increased by $7.1 million to $40.1 million, an increase of 21%, principally due
to sales gains at Integrated Designs.
Gross profit of $51.5 million in 1996 increased by $14.0 million from the same
period last year and the gross margin improved to 51.5%, up from 50.6% in 1995.
Both business segments achieved slightly higher gross margins, with the
improvement in the Industrial Controls segment being principally attributable to
increased Gazprom shipments, while, the improvement in the Fluid Handling
segment reflected the increasing contribution of Integrated Designs.
Selling, general and administrative expenses (S,G&A) increased by $4.0 million
to $29.2 million, an increase of 16%. S,G&A as a percentage of net sales was
29.2% in 1996 and 33.9% in 1995. Inclusion of Uson and Metrix in the current
year and higher commission costs were the principal factors affecting S,G&A.
Income from operations increased by $10.0 million to $22.3 million, accompanied
by an increase in the operating margin to 22.3% versus 16.7% in the prior year
period. Improvement in the operating margin largely reflects higher sales
volume at Integrated Designs, increased sales to Gazprom, and favorable
operating leverage achieved on the higher level of net sales. In the Industrial
Controls segment, operating profit (before allocation of corporate
administrative expenses) increased by $7.5 million to $12.2 million or 20.3% of
net sales, principally due to the increased shipments to Gazprom and inclusion
8
<PAGE>
of Uson and Metrix. For the Fluid Handling segment, operating profit (before
allocation of corporate administrative expenses) increased by $2.9 million to
$12.2 million or 30.5% of net sales. Sales gains by Integrated Designs
accounted for the majority of this increase.
Interest expense decreased by $.3 million or 31%, due to a decrease in long-term
debt outstanding. The Company's effective tax rate was 33.5% versus 35.0% for
the same period last year. The decrease in the effective rate reflects an
estimated higher tax benefit associated with foreign sales and a reduction in
the state tax burden.
Net earnings for the first six months of 1996 were $14.5 million or $.94 per
common share as compared to $7.5 million of $.50 per common share for 1995.
For the current year, bookings increased by 17% to $105.1 million (pro forma to
include Uson and Metrix for 1995). Growth in bookings largely reflect a $15.1
million order received from Gazprom during the first quarter.
2. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Working capital increased to $45.1 million at April 30, 1996 from $38.9 million
at October 31, 1995, principally due to a decrease in other current
liabilities. Other current liabilities reflect payments on year-end bonuses and
commissions, and the issuance of Roper common shares, accrued for at fiscal
year-end, under the incentive stock bonus plan. For the first six months, cash
flow from operations was $12.6 million as compared to $5.5 million for the same
period last year. The increase in cash flow from operations resulted from
higher net earnings for the period. Capital expenditures totaled $3.2 million as
compared to $1.4 million for the first half of last year. Fiscal 1996 included
the addition of a large machining center in the Fluid Handling segment.
Total long-term debt decreased from $20.2 million at October 31, 1995 to $12.7
million. As of April 30, 1996, the Company had $40 million available under
its revolving line of credit. Long-term debt to total capitalization was 9.6%
at April 30, 1996 as compared to 16% at previous fiscal year-end.
In May 1996, Roper modified its principal bank credit agreement, raising the
borrowing capacity to $100 million, up from $50 million, and obtaining more
favorable financing terms. Also in May 1996, Roper completed the acquisitions
of Fluid Metering, Inc. ("FMI"), by acquiring all its assets, and Gatan
International, Inc. ("Gatan"), by acquiring all its capital stock. The purchase
price for FMI consisted of $23.0 million paid in cash plus 124,026 shares of
Roper common shares. The purchase price for Gatan was $50.3 million paid in
cash. The cash payments to complete these acquisitions were financed under
Roper's modified credit agreement, the outstanding balance under which was $82.7
9
<PAGE>
million at May 31, 1996, as a result of which the Company's long-term debt to
total capitalization ratio at that date increased to approximately 40.3%. These
most recent acquisitions will be accounted for under the purchase method of
accounting, and accordingly, the assets acquired and liabilities assumed will be
recorded at their fair values. The results of operations of the acquired
companies will be included subsequent to their respective dates of acquisition.
The Company believes that internally generated cash flow and the available
unused line of credit will be adequate to finance normal operating requirements.
However, the rate at which the Company can reduce its debt in the balance of
fiscal 1996 and beyond (and reduce the associated interest expense) will
be affected by both the financing of any new acquisitions and the receipt,
timing and shipment of new orders from Gazprom. The Company continues to
cooperate with Gazprom in arranging for financing of its business with the
Company to facilitate a more even and predictable flow of future shipments, and
Gazprom formally applied in the 1996 second quarter for U.S. Export Import Bank
guarantee assistance for additional purchases from CCC over the next five years.
However, all aspects of the Company's future business with Gazprom will continue
to require the involvement of and cooperation of numerous managers at different
authority levels within Gazprom and its affiliates, will be subject to numerous
and unpredictable credit, financing and other business and political risks, and
cannot be assured.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1996 Annual Meeting of Shareholders was conducted March 15, 1996 in Bogart,
Georgia. All eleven directors serving at the time of the Annual Meeting were
nominated for reelection and all were reelected. Additionally, the shareholders
voted on proposed amendments to the Company's Certificate of Incorporation (i)
to provide for a classified Board of directors and related matters, and (ii) to
prohibit action by written consent of the shareholders.
11,781,467 of the 14,977,530 shares outstanding as of the record date were voted
at the Annual Meeting. Of these, 2,187,841 shares were entitled to five votes
per share and 9,593,626 shares were entitled to one vote per share. Votes were
cast as follows:
<TABLE>
<CAPTION>
BROKER
NON-
FOR AGAINST WITHHELD ABSTENTIONS VOTES
---------- -------- ---------- ----------- ------
<S> <C> <C> <C> <C> <C>
1. Directors
W. Lawrence Banks 20,479,357 53,474
Luitpold von Braun 20,484,005 48,826
Donald G. Calder 20,484,045 48,786
John F. Fort, III 20,483,705 49,126
E. Douglas Kenna 20,482,550 50,281
Derrick N. Key 20,483,845 48,986
Dudley C. Mecum 20,484,045 48,786
George L. Ohrstrom, Jr. 20,484,045 48,786
George Graf Schall-Riaucour 20,484,045 48,786
Eriberto R. Scocimara 20,484,005 48,826
Christopher Wright 20,483,705 49,126
2. Amendments to Certifi- 14,909,474 3,497,344 13,191 2,112,822
cate Incorporation to provide
for classified Board of Direc-
tors and related matters.
3. Amendments to Certifi- 14,348,272 3,965,680 106,057 2,112,822
cate of Incorporation to
prohibit action by written
consent of shareholders.
</TABLE>
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
11 (a) Statement re Computation of Per Share Earnings- Primary
11 (b) Statement re Computation of Per Share Earnings- Fully- Diluted
27 FINANCIAL DATA SCHEDULE
b. Reports on Form 8-K - None
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Derrick N. Key President and Chief
- ------------------ Executive Officer June 14, 1996
Derrick N. Key --------------
/s/ A. Donald O'Steen Vice President and
- --------------------- Chief Financial Officer June 14, 1996
A. Donald O'Steen -------------
13
<PAGE>
EXHIBIT INDEX
TO REPORT ON FORM 10-Q
Number Exhibit
- ------ -------
11(a) Statement re Computation of Per Share
Earnings - Primary
11(b) Statement re Computation of Per Share
Earnings - Fully - Diluted
27 FINANCIAL DATA SCHEDULE
<PAGE>
ROPER INDUSTRIES, INC. AND SUBSIDIARIES EXHIBIT 11 (A)
STATEMENT RE: COMPUTATION OF PRIMARY EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 1996 1995
--------------------------- --------------------------
<S> <C> <C> <C> <C>
Net Earnings $ 5,653 $ 4,214 $ 14,462 $ 7,452
=========================== ===========================
Common and common equivalent shares
used to compute earnings per share:
Weighted average number of common
shares outstanding 14,990,509 14,867,898 14,980,515 14,836,601
Common stock equivalents-stock
options (a) 443,780 199,585 383,431 203,074
-------------------------- ----------------------------
Weighted average common and common
equivalent shares outstanding 15,434,289 15,067,483 15,363,946 15,039,675
========================== ============================
Net earings per common share $ 0.37 $ 0.28 $ 0.94 $ 0.50
========================= ===========================
</TABLE>
(a) Employee stock options outstanding are included in the calculation of
primary earnings per share by applying the "Treasury Stock" method. Such
calculations are made using the average daily market prices for the period.
<PAGE>
ROPER INDUSTRIES, INC. AND SUBSIDIARIES EXHIBIT 11 (B)
STATEMENT RE: COMPUTATION OF FULLY- DILUTED EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 1996 1995
--------------------------- --------------------------
<S> <C> <C> <C> <C>
Net Earnings $ 5,653 $ 4,214 $ 14,462 $ 7,452
========================== ============================
Common and common equivalent shares
used to compute earnings per share:
Weighted average number of common
shares outstanding 14,990,509 14,867,898 14,980,515 14,836,601
Common stock equivalents-stock
options (a) 455,108 209,197 437,495 214,120
-------------------------- ----------------------------
Weighted average common and common
equivalent shares outstanding 15,445,617 15,077,095 15,418,010 15,050,721
========================== ============================
Net earings per common share $ 0.37 $ 0.28 $ 0.94 $ 0.50
========================= ============================
</TABLE>
(a) Employee stock options outstanding are included in the calculation of fully
diluted earnings per share by applying the "Treasury Stock" method. Such
calculations are made using the highest of the average daily market prices
or the market price at the end of quarter, in order to reflect the maximum
potential dilution.
for the period.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-START> NOV-01-1995
<PERIOD-END> APR-30-1996
<CASH> 1,955
<SECURITIES> 0
<RECEIVABLES> 37,279
<ALLOWANCES> 0
<INVENTORY> 25,462
<CURRENT-ASSETS> 1,357
<PP&E> 48,316
<DEPRECIATION> 26,442
<TOTAL-ASSETS> 154,876
<CURRENT-LIABILITIES> 20,931
<BONDS> 0
0
0
<COMMON> 150
<OTHER-SE> 118,707
<TOTAL-LIABILITY-AND-EQUITY> 154,876
<SALES> 100,001
<TOTAL-REVENUES> 100,093
<CGS> 48,501
<TOTAL-COSTS> 48,501
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 679
<INCOME-PRETAX> 21,746
<INCOME-TAX> 7,284
<INCOME-CONTINUING> 14,462
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,462
<EPS-PRIMARY> 0.94
<EPS-DILUTED> 0.94
<FN>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
</FN>
</TABLE>
