<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 January 31, 1998.
[ ] 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 1-12273
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 February
27, 1998 was 31,076,034.
<PAGE>
ROPER INDUSTRIES, INC.
REPORT ON FORM 10-Q FOR THE QUARTER ENDED JANUARY 31, 1998
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 6. Exhibits and Reports on Form 8-K 10
Signatures 11
<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)
Three Months Ended
January 31,
1998 1997
- -----------------------------------------------------------------------------
Net sales $90,099 $55,108
Cost of sales 44,632 25,672
- -----------------------------------------------------------------------------
Gross profit 45,467 29,436
Selling, general and administrative expenses 27,726 19,627
- -----------------------------------------------------------------------------
Income from operations 17,741 9,809
Interest expense 1,809 1,302
Other income 371 227
- -----------------------------------------------------------------------------
Earnings before income taxes 16,303 8,734
Income taxes 5,583 2,904
- -----------------------------------------------------------------------------
Net earnings $10,720 $ 5,830
=============================================================================
Net earnings per common
and common equivalent share*:
Basic $ 0.35 $ 0.19
Diluted $ 0.34 $ 0.19
=============================================================================
Weighted average common and common
equivalent shares outstanding*:
Basic 30,973 30,215
Diluted 31,926 30,893
=============================================================================
Cash dividends per common share* $ 0.060 $ 0.045
=============================================================================
* Prior year data has been restated giving effect to the 2-for-1 stock split
in the form of a 100% stock dividend that was paid in August 1997.
See accompanying notes to condensed consolidated financial statements.
1
<PAGE>
Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
January 31, October 31,
ASSETS 1998 1997
- --------------------------------------------------------------------------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 13,864 $ 649
Accounts receivable 67,005 78,752
Inventories 50,666 50,199
Other current assets 1,561 2,290
- --------------------------------------------------------------------------------
Total current assets 133,096 131,890
- --------------------------------------------------------------------------------
PROPERTY, PLANT & EQUIPMENT:
Cost 64,578 63,002
Accumulated depreciation and amortization (33,050) (31,607)
- --------------------------------------------------------------------------------
Property, plant and equipment, net 31,528 31,395
- --------------------------------------------------------------------------------
OTHER ASSETS:
Intangible assets, net 161,753 154,255
Other assets 11,844 11,780
- --------------------------------------------------------------------------------
Total other assets 173,597 166,035
- --------------------------------------------------------------------------------
TOTAL ASSETS $ 338,221 $ 329,320
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 14,580 $ 15,654
Accrued liabilities 25,788 25,231
Income taxes payable 7,101 1,564
Current portion of long-term debt 4,164 2,487
- --------------------------------------------------------------------------------
Total current liabilities 51,633 44,936
- --------------------------------------------------------------------------------
NONCURRENT LIABILITIES:
Long-term debt 92,099 99,638
Other noncurrent liabilities 7,257 6,877
- --------------------------------------------------------------------------------
Total noncurrent liabilities 99,356 106,515
- --------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stock 310 309
Additional paid-in capital 63,143 61,950
Cumulative translation adjustments (1,628) (937)
Retained earnings 125,407 116,547
- --------------------------------------------------------------------------------
Total stockholders' equity 187,232 177,869
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 338,221 $ 329,320
================================================================================
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three Months Ended
January 31,
1998 1997
- --------------------------------------------------------------------------------
Cash flows from operating activities:
Net earnings $ 10,720 $ 5,830
Depreciation and amortization 3,307 2,582
Other, net 17,223 (5,794)
- --------------------------------------------------------------------------------
Net cash provided by operating activities 31,250 2,618
- --------------------------------------------------------------------------------
Cash flows from investing activites:
Acquisitions of businesses, net of cash acquired (10,148) -
Capital expenditures (1,483) (878)
Other, net (16) -
- --------------------------------------------------------------------------------
Net cash used in investing activities (11,647) (878)
- --------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from long-term debt 11,837 4,500
Principal payments on long-term debt (17,559) (4,626)
Dividends paid on common stock (1,860) (1,365)
Other, net 1,188 517
- --------------------------------------------------------------------------------
Net cash used in financing activities (6,394) (974)
- --------------------------------------------------------------------------------
Effect of exchange rate changes on cash 6 (102)
- --------------------------------------------------------------------------------
Net increase in cash and cash equivalents 13,215 664
Cash and cash equivalents, beginning of period 649 423
- --------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 13,864 $ 1,087
================================================================================
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
periods ended January 31, 1998 and 1997 are unaudited. In the opinion of
management, the accompanying unaudited condensed 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. (the "Company") and its
subsidiaries 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 1997 Annual Report on Form 10-K as filed with the Securities and
Exchange Commission.
2. Business Acquisitions
On February 27, 1998, a subsidiary of the Company acquired the assets of Acton
Research Corporation, Inc. The purchase price was approximately $11 million and
consisted of a combination of cash and Roper common stock.
Acton manufactures and markets spectrometers, monochromators and optical
components and coatings for various high-end analytical applications. Another
of the Company's subsidiaries, Princeton Instruments, Inc., is already a
significant user and distributor of certain Acton products. Both of these
companies are expected to benefit from a closer working relationship with each
other. Acton will be reported in the Company's Analytical Instrumentation
segment.
Effective December 1, 1997, the Company acquired the outstanding common stock of
EG&G Flow Technology, Inc., an Arizona corporation, for cash consideration of
approximately $10 million. The company was subsequently renamed FTI Flow
Technology, Inc. ("Flow Technology").
Flow Technology, based in Phoenix, Arizona, manufactures and markets turbine
flow meters, calibrators and emissions measurement equipment for aerospace,
automotive and industrial markets. Flow Technology is reported in the Company's
Fluid Handling segment.
Each of these acquisitions will be or has been accounted for as a purchase. The
excess of the purchase price over the fair value of the net assets acquired is
or will be amortized over 20 years for Flow Technology and 15 years for Acton.
Their results of operations are or will be included in the Company's reported
results beginning with the effective date of the acquisition.
3. Earnings Per Common and Common Equivalent Share
Basic earnings per common share is calculated by dividing net earnings by the
weighted average common shares outstanding during the period. Diluted earnings
per common and common equivalent share includes the dilutive effect of common
stock equivalents outstanding during the period. Common stock equivalents
consist of stock options.
4. Supplemental Cash Flow Information
Cash payments for the three months ended January 31, 1998 and 1997 included
interest of $1,270,000 and $1,704,000, respectively, and income taxes of
$1,320,000 and $1,339,000, respectively.
4
<PAGE>
5. Concentration of Credit Risk
At January 31, 1998, the Company had $3.4 million of trade receivables due from
RAO Gazprom (compared to $10.2 million at October 31, 1997) and $3.8 million was
due from Ukrainian Gazprom (compared to $3.8 million at October 31, 1997).
Bothfv
of these are large natural gas companies.
6. Inventories
Inventories are summarized below (in thousands):
January 31, October 31,
1998 1997
- ---------------------------------------------------------------------
Raw materials and supplies $ 24,554 $ 25,729
Work in process 14,716 13,715
Finished products 13,078 12,398
Less LIFO reserve (1,682) (1,643)
- ---------------------------------------------------------------------
Total $ 50,666 $ 50,199
=====================================================================
7. Industry Segments
Sales and operating profit by industry segment are set forth in the following
table (dollars in thousands):
Three Months Ended
January 31,
1998 1997 % Chg
- -----------------------------------------------------------------------------
Net sales:
Industrial Controls $ 42,561 $ 16,975 150.7%
Fluid Handling 24,236 22,153 9.4%
Analytical Instrumentation 23,302 15,980 45.8%
- -----------------------------------------------------------------------------
Total $ 90,099 $ 55,108 63.5%
=============================================================================
Gross profit:
Industrial Controls $ 20,582 $ 9,611 114.2%
Fluid Handling 10,894 10,208 6.7%
Analytical Instrumentation 13,991 9,617 45.5%
- -----------------------------------------------------------------------------
Total $ 45,467 $ 29,436 54.5%
=============================================================================
Operating profit (a):
Industrial Controls $ 8,970 $ 1,553 477.6%
Fluid Handling 5,648 6,107 -7.5%
Analytical Instrumentation 4,746 3,487 36.1%
- -----------------------------------------------------------------------------
Total $ 19,364 $ 11,147 73.7%
=============================================================================
(a) Operating profit is before any allocation of corporate general and
administrative expenses. Corporate general and administrative expenses
were $1,623 and $1,338 for the three months ended January 31, 1998 and
1997, 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 of Financial Condition and Results of Operations included in the
Company's Annual Report on Form 10-K for the year ended October 31, 1997 ("Form
10-K").
Results of operations
The following table sets forth certain information relating to the operations of
the Company expressed as a percentage of net sales:
Three Months Ended
January 31,
1998 1997
- ------------------------------------------------------------------------------
Net sales 100.0% 100.0%
Cost of sales 49.5% 46.6%
- ------------------------------------------------------------------------------
Gross profit 50.5% 53.4%
Selling, general and administrative expenses 30.8% 35.6%
- ------------------------------------------------------------------------------
Income from operations 19.7% 17.8%
Interest expense 2.0% 2.4%
Other income 0.4% 0.4%
- ------------------------------------------------------------------------------
Earnings before income taxes 18.1% 15.8%
- ------------------------------------------------------------------------------
Income taxes 6.2% 5.2%
- ------------------------------------------------------------------------------
Net earnings 11.9% 10.6%
==============================================================================
Net sales increased $35.0 million, or 63%, during the three months ended January
31, 1998 compared to the three months ended January 31, 1997. Most of the
increase was due to the inclusion of Princeton, Petrotech, Industrial Data
Systems and Flow Technology (each acquired since the first quarter of fiscal
1997) in the Company's fiscal 1998 results. These companies contributed $21.9
million of sales in the first quarter of fiscal 1998. Compressor Controls also
had significant shipments to RAO Gazprom at the end of the 1998 quarter compared
to nominal shipments during the first quarter of fiscal 1997. The shipments to
RAO Gazprom were the first significant shipments since the third quarter of
fiscal 1997. Amot Controls reported increased sales of 40% due to strength
across almost all of its product lines. Integrated Designs' sales increased 23%
led by a 48% increase in shipments to its major OEM customers. Integrated
Designs' increase in OEM activity is primarily due to the timing of certain
shipments. Second quarter sales are expected to be lower compared to both the
first quarter of fiscal 1998 and the second quarter of fiscal 1997. Gatan
experienced a 17% decline in its sales in the first quarter of fiscal 1998
compared to the first quarter last year primarily as a result of lower booking
activity, that is down over 40% compared to last year. Gatan's second quarter
sales are also expected to trail its first quarter and fiscal 1997 second
quarter sales.
Gross profit percentage is lower in fiscal 1998 compared to the first quarter of
fiscal 1997 primarily due to Petrotech, whose typical gross profit percentage is
significantly less than that of the Company's other operating units. Excluding
Petrotech, the Company would have reported consolidated gross profit of
6
<PAGE>
54.6%, or a 1.2% increase compared to the first three months of fiscal 1997. The
most notable improvement is at Amot Controls, where the gross profit percentage
increased to 51% from 47% due to higher volume and improved product mix.
Selling, general and administrative ("SG&A") expenses increased $8.1 million, or
41%, during the three months ended January 31, 1998 compared to prior-year
period. Most of the increase is due to the expenses reported by Princeton,
Petrotech, Industrial Data Systems and Flow Technology (combined total of $5.4
million) during the first quarter of fiscal 1998, which were not included in the
Company's results for the first quarter of fiscal 1997. SG&A expenses were also
higher at Compressor Controls, reflecting the commission costs associated with
significantly higher sales to RAO Gazprom.
The increase in interest expense (up $0.5 million, or 39%) during the three
months ended January 31, 1998 compared to the three months ended January 31,
1997 is due to additional debt levels in fiscal 1998 resulting from the
acquisitions that have occurred since May 1997.
The Company's income tax expense is recorded at an estimated effective rate
based on estimates of taxable income for the entire fiscal year. The rate
recorded in the first quarter of fiscal 1998 (34%) is slightly higher than the
rate recorded in the first quarter of fiscal 1997 (33%), but the 1998 rate is
consistent with the rate recorded for the entire 1997 fiscal year.
The net sales (in thousands) and profit margins (as a percentage of net sales)
for each of the Company's business segments are listed below.
Three Months Ended
January 31,
1998 1997
- ------------------------------------------------------------------------
Net sales:
Industrial Controls $ 42,561 $ 16,975
Fluid Handling 24,236 22,153
Analytical Instrumentation 23,302 15,980
Gross profit:
Industrial Controls 48.4% 56.6%
Fluid Handling 44.9% 46.1%
Analytical Instrumentation 60.0% 60.2%
Operating profit (a):
Industrial Controls 21.1% 9.1%
Fluid Handling 23.3% 27.6%
Analytical Instrumentation 20.4% 21.8%
(a) Before allocation of corporate general and administrative expenses.
Net sales for Industrial Controls increased primarily due to the acquisition of
Petrotech in May 1997, to Compressor Controls' significant shipments to RAO
Gazprom and the improvements at Amot Controls. Net sales for Fluid Handling
increased mostly due to the acquisition of Flow Technology in December 1997 and
the strong quarter by Integrated Designs, which had its highest level of
quarterly sales since the second quarter of fiscal 1996. Net sales for
Analytical Instrumentation increased primarily due to the acquisition of
Princeton in May 1997, partially offset by the decline at Gatan.
7
<PAGE>
The decline in gross profit percentage in Industrial Controls in the first
quarter of fiscal 1998 compared to the first quarter of fiscal 1997 is primarily
due to the inclusion of Petrotech results in fiscal 1998, partially offset by
the improved performance at Amot Controls. Excluding Petrotech, the rest of
Industrial Controls reported gross profit of 58.1% in the 1998 quarter. All
Fluid Handling and Analytical Instrumentation companies reported gross profit
percentages that are fairly comparable between the first quarters of fiscal 1998
and 1997.
Industrial Controls reported a higher operating profit percentage in the first
quarter of fiscal 1998 compared to the first quarter of last year primarily due
to the improved profitability at Compressor Controls resulting from the
significant shipments to RAO Gazprom during the first quarter of fiscal 1998.
Compressor Controls only had nominal shipments to RAO Gazprom during the first
quarter of fiscal 1997, which resulted in an operating loss due to the
significant local infrastructure costs incurred to support a much higher
anticipated level of sales. Amot Controls also reported significantly improved
profitability from the leverage of increased sales. Fluid Handling reported a
lower operating profit percentage in the first quarter of fiscal 1998 compared
to the first quarter last year due to a higher proportion of commission-
generating sales in the first quarter 1998 compared to last year at Roper Pump
and also its additional development costs for mud motor products incurred in the
first quarter of 1998. Cornell Pump's operating profit was adversely impacted
by additional personnel costs, primarily to expand its sales force. Operating
profit decreased slightly at Analytical Instrumentation due to a decrease at
Gatan that resulted from its lower sales activity, increased R&D activities and
the fiscal 1998 costs of a sales office in Hong Kong that was established in the
latter part of fiscal 1997.
For the three months ended January 31, 1998, consolidated bookings were $88.1
million, or an increase of 26% compared to the three months ended January 31,
1997. Excluding the four companies acquired since May 1997, bookings are down
6% compared to the first quarter of fiscal 1997. Most of this decrease occurred
at Gatan. The economic uncertainties in Asian markets contributed to less
booking activity at Gatan, Princeton and Integrated Designs (which also
continues to be adversely affected by soft conditions in the semiconductor
equipment industry). Gatan is also experiencing reduced bookings in Europe
reflecting governmental reductions in grant and research activities. If these
uncertainties continue throughout 1998, the Company expects its operations to be
adversely affected.
Sales order backlog was $79.7 million and $71.5 million at January 31, 1998 and
1997, respectively. The 1997 acquisitions of Princeton, Petrotech, Industrial
Data Systems and Flow Technology account for $24.6 million of the backlog at
January 31, 1998. Compared to January 31, 1997, backlog changes are greatest at
Compressor Controls (down $7.5 million), Gatan (down $3.7 million), Uson (down
$2.6 million), Fluid Metering (down $1.7 million) and Integrated Designs (down
$1.5 million). The largest reason for decreased backlog at Compressor Controls
was the removal of $3.3 million of orders due to continued customer delays to
arrange suitable financing. Uson has made significant progress improving its
manufacturing processes over the past year to drive down its backlog. Fluid
Metering's backlog is impacted by the timing of large blanket orders placed by
its largest customer. Over the past two years, these large orders have been
placed in the fourth quarter of fiscal 1996 and the third quarter of fiscal
1997.
Financial Condition, Liquidity and Capital Resources
Working capital declined to $81.5 million at January 31,1998 from $87.0 million
at October 31, 1997. Most of the decline in working capital is due to
reductions in the Company's outstanding debt. Despite spending $10 million to
acquire Flow Technology in December, total debt was reduced during the quarter
by $6 million. As discussed in the Company's Form 10-K, the Company has
proceeded cautiously with respect to business opportunities with RAO Gazprom.
The cash balance at January 31 largely represents overseas funds securing the
shipments to RAO Gazprom in January, which were transferred to the U.S. in mid-
February. Compressor Controls has also made significant progress reducing its
accounts receivable from customers in the CIS region to $7.0 million at January
31, 1998 compared to $14.7 million at October 31, 1997. Accrued income taxes
are higher at January 31, 1998 compared to October 31, 1997 because estimated
U.S. tax payments based on first quarter earnings are not due until February.
The increase in intangible assets at January 31, 1998 compared to October 31,
1997 results from the excess of the purchase price over the fair value of the
net assets acquired related to the acquisition of Flow Technology.
8
<PAGE>
Total debt was $96.2 million at January 31, 1997 (34% of total capital) compared
to $102.1 million (36% of total capital) at October 31, 1997. Less financial
leverage is due to reducing total indebtedness and strong earnings increasing
equity. The Company expects cash flows from its existing business will be
sufficient to fund normal operating requirements, including capital
expenditures. Capital expenditures in fiscal 1998 are expected to be similar to
fiscal 1997.
In February 1998, the Company entered into an agreement to essentially convert
$50 million of its variable-rate debt to fixed-rate debt at an interest rate of
slightly less than 6%. This agreement lasts for five years.
On February 27, 1998, a subsidiary of the Company acquired the assets of Acton
Research Corporation, Inc. The purchase price of approximately $11 million
consisted of a combination of cash and Roper common stock. This acquisition is
not considered to have a significant impact on the capital structure of the
Company.
The Company has also been advised by the Federal Trade Commission ("FTC") that,
after a longer-than-anticipated review, the Company's proposed acquisition of
Photometrics Limited has received FTC clearance. Completion of this acquisition
is still subject to negotiation of a definitive purchase agreement and there can
be no assurance that this acquisition will be completed.
The Company expects to continue an active acquisition program. However,
completion of future acquisitions will be dependent upon numerous factors and,
unless otherwise indicated, it is not feasible to reasonably estimate when any
such acquisitions will occur, what the financing requirements will be or what
the impact will be on the Company's activities, financial condition and results
of operations.
The Company is cautiously optimistic that RAO Gazprom will continue to provide
adequate financing to support further shipments as contemplated in Compressor
Controls' existing turbomachinery controls equipment supply contract with RAO
Gazprom. In the event that RAO Gazprom is unable to provide such financing to
support future shipments at the levels and on the schedule provided for in the
supply contract, the Company maintains its position that it may walk away from
much or all of this opportunity because of the prohibitive cost of maintaining
the infrastructure needed to support such sales.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards ("SFAS") 130 -- Reporting Comprehensive Income and SFAS 131
- -- Disclosures about Segments of an Enterprise and Related Information that will
be applicable to the Company in fiscal 1999. Once adopted, neither of these
standards is expected to significantly affect the Company's disclosures.
Forward-Looking Information
The information provided elsewhere in this report, in other Company filings with
the Securities and Exchange Commission, and in other press releases and public
disclosures contains forward-looking statements about the Company's businesses
and prospects as to which there are numerous risks and uncertainties which
generally are beyond the Company's control. Some of these risks include the
uncertainty of continuation, the level and the timing of future business with
RAO Gazprom, future effects of financial and economic uncertainties in Asia and
the uncertainties involved in completion of pending acquisitions. There is no
assurance that these and other risks and uncertainties will not have an adverse
impact on the Company's future operations, financial condition or financial
results.
9
<PAGE>
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
*3.1 Amended and Restated Certificate of Incorporation, including Form
of Certificate of Designation, Preferences and Rights of Series A
Preferred Stock
**3.2 Amended and Restated By-Laws
***4.01 Rights Agreement between Roper Industries, Inc. and SunTrust
Bank, Atlanta, Inc. as Rights Agent, dated as of January 8, 1996,
including Certificate of Designation, Preferences and Rights of
Series A Preferred Stock (Exhibit A), Form of Rights Certificate
(Exhibit B) and Summary of Rights (Exhibit C).
**4.02 Third Amended and Restated Credit Agreement dated May 15, 1997 by
and between Roper Industries, Inc. and NationsBank, N.A. (South)
and the lender parties thereto.
****10.01 Lease of Milwaukee, Oregon Facility.
*10.02 1991 Stock Option Plan, as amended+
*****10.03 Non-employee Director Stock Option Plan+
****10.04 Form of Indemnification Agreement+
*10.05 Consulting Agreement (G.L. Ohrstrom & Co.)+
*10.06 Consulting Agreement (E.D. Kenna)+
******10.11 Labor Agreement
23 Consent of Independent Auditors- KPMG Peat Marwick LLP
27 Financial Data Schedule
b. Reports on Form 8-K
None
___________________________
* Incorporated herein by reference to Exhibit 3.1 to the Roper
Industries, Inc. Annual Report on 10-K filed on January 21, 1998.
** Incorporated herein by reference to Exhibits 3 and 4 to the Roper
Industries, Inc. Current Report on Form 8-K filed June 2, 1997.
*** Incorporated by reference to Exhibit 4.02 to the Roper Industries,
Inc. Current Report on Form 8-K on January 18, 1996.
**** Incorporated herein by reference to Exhibit 10.8 to the Roper
Industries, Inc. Registration Statement (No. 33-44665) on Form S-1
filed December 20, 1991.
***** Incorporated herein by reference to Exhibit 10.3 to the Roper
Industries, Inc. Annual Report on Form 10-K filed on January 28,
1994.
****** Incorporated herein by reference to Exhibit 10.3 to the Roper
Industries, Inc. Annual Report on 10-K filed January 25, 1996.
+ Management contract or compensatory plan or arrangement.
10
<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 Chief Executive Officer and March 2, 1998
- ------------------ President
Derrick N. Key
/s/ Martin S. Headley Vice President and March 2, 1998
- --------------------- Chief Financial Officer
Martin S. Headley
/s/ Kevin G. McHugh Controller March 2, 1998
- -------------------
Kevin G. McHugh
11
<PAGE>
EXHIBIT INDEX
TO REPORT ON FORM 10-Q
Number Exhibit
------ -------
3.1 Amended and Restated Certificate of Incorporation, including Form
of Certificate of Designation, Preferences and Rights of Series A
Preferred Stock, incorporated herein by reference to Exhibit 3.1
to the Roper Industries, Inc. Annual Report on 10-K filed on
January 21, 1998
3.2 Amended and Restated By-Laws, incorporated herein by reference to
Exhibits 3 and 4 to the Roper Industries, Inc. Current Report on
Form 8-K filed June 2, 1997.
4.01 Rights Agreement between Roper Industries, Inc. and SunTrust Bank,
Atlanta, Inc. as Rights Agent, dated as of January 8, 1996,
including Certificate of Designation, Preferences and Rights of
Series A Preferred Stock (Exhibit A), Form of Rights Certificate
(Exhibit B) and Summary of Rights (Exhibit C), incorporated by
reference to Exhibit 4.02 to the Roper Industries, Inc. Current
Report on Form 8-K on January 18, 1996.
4.02 Third Amended and Restated Credit Agreement dated May 15, 1997 by
and between Roper Industries, Inc. and NationsBank, N.A. (South)
and the lender parties thereto, incorporated herein by reference
to Exhibit 4 to the Roper Industries, inc. Current Report on Form
8-K filed June 2, 1997.
10.01 Lease of Milwaukee, Oregon Facility incorporated herein by
reference to Exhibit 10.8 to the Roper Industries, Inc.
Registration Statement (No. 33-44665 on Form S-1 filed December
20, 1991.
10.02 1991 Stock Option Plan, as amended
10.03 Non-employee Director Stock Option Plan, incorporated herein by
reference to Exhibit 10.3 to the Roper Industries, Inc. Annual
Report on Form 10-K filed on January 28, 1994.
10.04 Form of Indemnification Agreement, incorporated herein by
reference to Exhibit 10.10 to the Roper Industries, Inc.
Registration Statement (No. 33-44665 on Form S-1 filed December
20, 1991.
10.05 Consulting Agreement
10.06 Consulting Agreement
10.11 Labor Agreement, incorporated herein by reference to Exhibit 10.3
to the Roper Industries, Inc. Annual Report on 10-K filed January
25, 1996.
23 Consent on Independent Auditors-KPMG Peat Marwick LLP
27 Financial Data Schedule
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1998
<PERIOD-START> NOV-01-1997
<PERIOD-END> JAN-31-1997
<CASH> 13,864
<SECURITIES> 0
<RECEIVABLES> 67,005
<ALLOWANCES> 0
<INVENTORY> 50,666
<CURRENT-ASSETS> 133,096
<PP&E> 64,578
<DEPRECIATION> 33,050
<TOTAL-ASSETS> 338,221
<CURRENT-LIABILITIES> 51,633
<BONDS> 0
0
0
<COMMON> 310
<OTHER-SE> 186,922
<TOTAL-LIABILITY-AND-EQUITY> 338,221
<SALES> 90,099
<TOTAL-REVENUES> 90,470
<CGS> 44,632
<TOTAL-COSTS> 44,632
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<INCOME-TAX> 5,583
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<EPS-PRIMARY> 0.34
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</TABLE>
