<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, 1999.
[ ] 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 Identification No.)
incorporation or organization)
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
26, 1999 was 30,268,762.
<PAGE>
ROPER INDUSTRIES, INC.
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1999
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Statements of Earnings and
Comprehensive 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
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 9
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 and Comprehensive Earnings
(Unaudited)
(In thousands, except per share data)
Three months ended
January 31,
------------------
1999 1998*
------- -------
Net sales $89,078 $90,099
Cost of sales 45,434 44,632
------- -------
Gross profit 43,644 45,467
Selling, general and administrative expenses 30,148 27,726
------- -------
Operating profit 13,496 17,741
Interest expense 1,835 1,809
Other income 214 371
------- -------
Earnings before income taxes 11,875 16,303
Income taxes 4,035 5,583
------- -------
Net earnings 7,840 10,720
Other components of comprehensive earnings (449) (691)
------- -------
Comprehensive earnings $ 7,391 $10,029
======= =======
Net earnings per common and common equivalent share:
Basic $ 0.26 $ 0.35
Diluted 0.26 0.34
Weighted average common and common equivalent
shares outstanding:
Basic 30,321 30,973
Diluted 30,704 31,926
Dividends declared per common share $ 0.065 $ 0.060
* Data for fiscal 1998 has been restated to report comprehensive earnings
reflecting the adoption of Statement of Financial Accounting Standards
No. 130 Reporting Comprehensive Income effective November 1, 1998.
See accompanying notes to condensed consolidated financial statements.
1
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Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
January 31, October 31,
1999 1998
----------- -----------
(Unaudited)
ASSETS:
Cash and cash equivalents $ 1,536 $ 9,350
Accounts receivable, net 72,862 76,999
Inventories 56,082 51,444
Other current assets 2,313 2,059
-------- --------
Total current assets 132,793 139,852
Property, plant and equipment, net 31,253 31,905
Intangible assets, net 194,731 197,179
Other assets 12,583 12,597
-------- --------
Total assets $371,360 $381,533
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable $ 13,975 $ 21,051
Accrued liabilities 26,343 29,915
Income taxes payable 3,659 863
Current portion of long-term debt 8,908 5,749
-------- --------
Total current liabilities 52,885 57,578
Long-term debt 110,265 120,307
Other liabilities 6,905 6,615
-------- --------
Total liabilities 170,055 184,500
-------- --------
Common stock 313 313
Additional paid-in capital 67,548 67,145
Retained earnings 154,301 148,435
Accumulated other comprehensive earnings (1,355) (906)
Treasury stock (19,502) (17,954)
-------- --------
Total stockholders' equity 201,305 197,033
-------- --------
Total liabilities and stockholders' equity $371,360 $381,533
======== ========
See accompanying notes to condensed consolidated financial statements.
2
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Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three months ended
January 31,
-------------------
1999 1998
-------- --------
Cash flows from operating activities:
Net earnings $ 7,840 $ 10,720
Depreciation 1,585 1,471
Amortization 2,308 1,836
Other, net (8,471) 17,223
-------- --------
Net cash provided by operating activities 3,262 31,250
-------- --------
Cash flows from investing activities:
Acquisitions of business, net of cash acquired - (10,148)
Capital expenditures (1,009) (1,483)
Other, net (34) (16)
-------- --------
Net cash used in investing activities (1,043) (11,647)
-------- --------
Cash flows from financing activities:
Debt borrowings 3,076 11,837
Debt payments (9,979) (17,559)
Dividends (1,974) (1,860)
Treasury stock purchases (1,548) -
Other, net 403 1,188
-------- --------
Net cash used in financing activities (10,022) (6,394)
-------- --------
Effect of foreign currency exchange rate
changes on cash (11) 6
-------- --------
Net increase (decrease) in cash and cash equivalents (7,814) 13,215
Cash and cash equivalents, beginning of period 9,350 649
-------- --------
Cash and cash equivalents, end of period $ 1,536 $ 13,864
======== ========
See accompanying notes to condensed consolidated financial statements.
3
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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, 1999 and 1998 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.
Effective November 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130--Reporting Comprehensive Income.
Comprehensive income includes net earnings and all other non-owner sources of
changes in a company's net assets. The difference between net earnings and
comprehensive earnings for the Company was currency translation adjustments.
Income taxes have not been provided on currency translation adjustments because
the net assets invested in the Company's non-U.S. subsidiaries are considered to
be permanently invested. Periods prior to November 1, 1998 were restated to
reflect the adoption of SFAS 130.
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these condensed consolidated
financial statements in conformity with generally accepted accounting
principles. Actual results could differ from those estimates.
The results of operations are not necessarily indicative of the results to be
expected in the future or for the full fiscal year. It is recommended that
these unaudited condensed consolidated financial statements be read in
conjunction with the Company's consolidated financial statements and the notes
thereto included in its 1998 Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
2. Earnings Per Common and Common Equivalent Share
Basic earnings per common share is calculated by dividing net earnings by the
weighted average number of 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
consisted of stock options.
3. Supplemental Cash Flow Information
Cash payments for the three months ended January 31, 1999 and 1998 included
interest of $1,995,000 and $1,270,000, respectively, and income taxes of
$1,156,000 and $1,320,000, respectively.
4. Concentration of Credit Risk
At January 31,1999, the Company had $10.3 million of trade receivables due from
RAO Gazprom ("Gazprom") compared to $8.5 million at October 31, 1998. Gazprom
is a large Russian natural gas company and one of the largest such companies in
the world. Most of the Company's receivables from Gazprom at January 31, 1999
were secured by letters of credit and all such receivables were collected
subsequent to January 31, 1999.
4
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5. Fair Value of Financial Instruments
At January 31, 1999, the estimated fair value of the Company's interest rate
swap agreements was an unrecorded liability of $3.9 million, compared to $2.6
million at October 31, 1998. Most of the increase was due to a decline in LIBOR
to 5.0% at January 31, 1999 compared to 5.2% at October 31, 1998.
6. Inventories
Inventories are summarized below (in thousands):
January 31, October 31,
1999 1998
----------- -----------
Raw materials and supplies $26,309 $27,462
Work in process 17,262 10,700
Finished products 14,207 14,885
LIFO reserve (1,696) (1,603)
------- -------
$56,082 $51,444
======= =======
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,
------------------ Percent
1999 1998 change
------- ------- -------
Net sales:
Analytical Instrumentation $27,239 $23,302 16.9 %
Fluid Handling 19,419 24,236 (19.9)
Industrial Controls 42,420 42,561 (0.3)
------- ------- -----
Total $89,078 $90,099 (1.1)%
======= ======= =====
Gross profit:
Analytical Instrumentation $14,713 $13,991 5.2 %
Fluid Handling 8,784 10,894 (19.4)
Industrial Controls 20,147 20,582 (2.1)
------- ------- -----
Total $43,644 $45,467 (4.0)%
======= ======= =====
Operating profit*:
Analytical Instrumentation $ 2,796 $ 4,746 (41.1)%
Fluid Handling 4,356 5,648 (22.9)
Industrial Controls 7,660 8,970 (14.6)
------- ------- -----
Total $14,812 $19,364 (23.5)%
======= ======= =====
* Operating profit is before unallocated corporate general and administrative
expenses. Such expenses were $1,316 and $1,623 for the three months ended
January 31, 1999 and 1998, 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, 1998 as
filed with the Securities and Exchange Commission and Note 7 to the Company's
condensed consolidated financial statements included elsewhere in this report.
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,
------------------
1999 1998
----- -----
Gross profit:
Analytical Instrumentation 54.0% 60.0%
Fluid Handling 45.2 44.9
Industrial Controls 47.5 48.4
---- ----
49.0% 50.5%
==== ====
Operating profit:
Analytical Instrumentation 10.3% 20.4%
Fluid Handling 22.4 23.3
Industrial Controls 18.1 21.1
Unallocated corporate expenses (1.5) (1.8)
---- ----
15.2 19.7
Interest expense (2.1) (2.0)
Other income 0.2 0.4
---- ----
Earnings before income taxes 13.3 18.1
Income taxes 4.5 6.2
---- ----
Net earnings 8.8 11.9
Other components of comprehensive earnings (0.5) (0.8)
---- ----
Comprehensive earnings 8.3% 11.1%
==== ====
Net sales decreased $1.0 million, or 1%, during the three months ended January
31, 1999 compared to the three months ended January 31, 1998. The sales growth
in Analytical Instrumentation was due mostly to the Acton Research and
Photometrics division of Roper Scientific businesses acquired in February 1998
and March 1998, respectively. The decline in Fluid Handling sales was due to
continued weakness in the semiconductor capital equipment industry that
overshadowed a 12% increase in the segment's centrifugal pump business and a
full quarter of Flow Technology compared to only two months in the first quarter
of fiscal 1998. Fluid Handling's semiconductor-related sales were down 73%
compared to last year and fiscal 1999 sales are expected to trail fiscal 1998
sales for most of the remainder of fiscal 1999. Industrial Controls sales were
essentially flat. However, $1.9 million of lower sales to RAO Gazprom
("Gazprom") offset a 6% increase in other sales as a result of the April 1998
acquisition of PMC/Beta.
Gross profit percentage is lower in the first quarter of fiscal 1999 compared to
the first quarter of fiscal 1998 primarily due to higher sales of lower margin
goods and services within the Industrial Controls and Analytical Instrumentation
segments. Analytical Instrumentation's decline in gross profit margin was due to
adverse volume leverage and lower-margin digital imaging sales to OEMs. All of
the Fluid Handling businesses reported improved margins compared to last year
except the semiconductor capital equipment business where margins were adversely
affected by the significant decline in sales. Gross profit percentage also
declined for Industrial Controls because of
6
<PAGE>
a mix favoring engineering services and turnkey project work that doesn't
generate the historical margins of the segment's other products and services.
Selling, general and administrative ("SG&A") expenses increased $2.4 million, or
9%, during the three months ended January 31, 1999 compared to the first quarter
of fiscal 1998. Most of the increase was due to the incremental expenses
reported by the four companies acquired since the beginning of fiscal 1998.
In response to the tough market conditions currently experienced by some of the
Company's businesses, efforts to control costs included reducing total headcount
by 7% during the first quarter of fiscal 1999.
Other components of comprehensive earnings represents the change in cumulative
translation adjustments related to the net assets of non-U.S. subsidiaries whose
functional currency was not the U.S. dollar. The net change during each of the
three months ended January 31, 1999 and 1998 was mostly related to the Company's
subsidiaries in France and England. The Company's exposure to foreign currency
exchange rate fluctuations continues to be concentrated in Europe and Japan and
the Company believes that these exposures are not significant to its operations
or net assets.
The following table summarizes bookings and backlog information (in thousands):
Bookings Backlog
---------------- ----------------
Three months ended
January 31, January 31,
---------------- ----------------
1999 1998 1999 1998
------- ------- ------- -------
Analytical Instrumentation $33,541 $20,364 $33,868 $19,610
Fluid Handling 23,307 23,304 16,673 17,980
Industrial Controls 34,754 44,469 31,479 42,099
------- ------- ------- -------
$91,602 $88,137 $82,020 $79,689
======= ======= ======= =======
Excluding bookings and backlog from the Company's largest customer, Gazprom,
bookings and backlog for the balance of the business were each up 9% in fiscal
1999 compared to fiscal 1998.
Bookings growth within the Analytical Instrumentation segment reflects the
acquisitions of Acton Research and Photometrics and strength in the Company's
digital imaging and leak testing businesses. Leak testing bookings were up 41%
and digital imaging bookings were up 17% on a pro forma basis for the three
months ended January 31, 1999 compared to the first quarter of fiscal 1998. The
increase in backlog also reflects the impact of the acquisitions and the
strength of the leak testing (backlog up 70%) and digital imaging (pro forma
backlog up 19%) businesses.
Although Fluid Handling bookings were flat, strength in the centrifugal and
metering pumps businesses offset a 50% decline in semiconductor capital
equipment business. Semiconductor-related backlog was down 57% and was the
largest factor contributing to the segment's decline in backlog.
The decline in bookings for Industrial Controls was due to about $3 million of
lower bookings from Gazprom and about $7 million of lower bookings related
mostly to the segment's other energy industry-related interests. Many energy
industry customers are reducing their costs in response to historically low oil
and natural gas prices. The poor energy industry market conditions were also
responsible for the decline in backlog.
7
<PAGE>
Financial Condition, Liquidity and Capital Resources
Working capital declined to $79.9 million at January 31,1999 compared to $82.3
million at October 31, 1998. Most of the decline in working capital was due to
reductions in the Company's outstanding long-term debt ($10.0 million), payments
to stockholders ($3.5 million) and capital expenditures ($1.0 million) exceeding
the Company's net earnings plus noncash depreciation and amortization expenses
($11.7 million).
Total debt was $119.2 million at January 31, 1999 (37% of total capital)
compared to $126.1 million (39% of total capital) at October 31, 1998.
Excluding the effects of any future acquisitions, the Company expects debt
levels to be reduced over the remainder of fiscal 1999 resulting in further
strengthening of its capital structure and the Company has sufficient credit
available under its $200 million facility to provide for any reasonable short-
term needs.
At January 31, 1999, the estimated fair value of the Company's interest rate
swap agreements was an unrecorded liability of $3.9 million, compared to $2.6
million at October 31, 1998. Most of the increase was due to a decline in LIBOR
to 5.0% at January 31, 1999 compared to 5.2% at October 31, 1998. The interest
rate swap agreements expire in 2003 and the other party to the agreements has an
option to extend each of the agreements until 2008. The current value
attributed to these agreements assumes the options will be exercised.
The Company continues to be authorized to execute a stock buy-back program
whereby the Company's Board of Directors authorized the repurchase of up to 5%
of the Company's then-outstanding common stock. Through January 31, 1999, the
Company has purchased about two-thirds of its eligible shares for $19.5 million.
The Company expects cash flows from its existing businesses will be sufficient
to exceed normal operating requirements, including capital expenditures and
repurchases of its common stock, thereby enabling the Company to reduce its
outstanding debt. Capital expenditures in fiscal 1999 are expected to be
marginally higher than fiscal 1998.
The Company continues to expect fiscal 1999 to be its seventh consecutive year
of record sales and earnings. However, most of the growth compared to fiscal
1998 is not expected to occur until the last half of the year. Several of the
Company's key end-user markets currently show poor fundamentals and achievement
of expected results may be dependent on these markets showing some signs of
recovery, especially energy-related and semiconductor-related markets.
The Company expects to continue an active acquisition program. However,
completion of future acquisitions will be dependent upon numerous factors and 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 operations, earnings, or other financial results or financial
condition.
Year 2000 Issues
Many data processing applications identify a year using its last two digits and
assume the first two digits are 19. After December 31, 1999 when the first two
digits of a year become 20, there is uncertainty regarding how these
applications will interpret the current date and the inability to interpret the
date correctly might disrupt the effectiveness of the data processing
applications. Such disruptions might disrupt normal business operations. These
issues are commonly known as "Y2K" issues.
The Company believes it has taken reasonable steps to instigate a process that
should ensure that its operations are not going to be materially affected by Y2K
issues that affect the functionality of its products or processes. The Company
has identified some products and processes that need to be modified and such
changes are planned to be implemented well in advance of January 1, 2000. In
general, the Company has very few products that are date sensitive and most of
these products do not rely on the date for their performance.
8
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Some of the Company's subsidiaries are or had been using data information
systems that would not properly address Y2K issues. Some of the changes
necessary to address these issues have already been made and remaining changes
are planned to be implemented before January 1, 2000. Total prior and future
costs, including capital expenditures, are expected to be less than $3 million,
most of which has already been incurred.
The Company does not utilize any material interdependent computer systems,
either between its subsidiaries or between the Company and its suppliers or
customers.
The Company believes that its most reasonably likely worst-case scenario with
Y2K issues involves a disruption at a direct vendor or one of the vendor's
vendors that reduces the availability of components to the Company's products.
No individual product accounts for a significant amount of the Company's
revenues and the Company believes it could find alternative sources for such
components that might become unavailable from historical sources. Each of the
Company's subsidiaries has been undergoing a process of contacting their vendors
to assess their preparedness for Y2K issues. It's also possible that Y2K issues
affecting the Company's customers could cause them to delay or cancel their
orders for the Company's products. The Company is continuing to assess
potential material disruption from Y2K issues that might disrupt our customers
businesses. Due to the diversity of the Company's customer base, the Company
does not believe that any disruption of its business by a single customer due to
its problems with Y2K issues would materially affect its business as a whole.
The Company cautions that it's not possible to know the full impacts of what
might happen when the events triggering Y2K issues actually occur and the impact
on the Company could be significantly worse than the worst-case scenario the
Company believes reasonably likely to occur.
Recently Issued Accounting Standards
The Financial Accounting Standards Board has issued, among others, Statement of
Financial Accounting Standards ("SFAS") 131 -- Disclosures about Segments of an
Enterprise and Related Information, SFAS 132 -- Employers' Disclosures about
Pensions and Other Postretirement Benefits, and SFAS 133 Accounting for
Derivative Instruments and Hedging Activities that will be applicable to the
Company by the end of fiscal 1999 or fiscal 2000. Once adopted, SFAS 133 will
require that the Company's interest rate swap agreements be reflected in its
financial statements. This change along with any other changes resulting from
adopting these standards is not 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
level and the timing of future business with Gazprom, the effects of Y2K issues
on the Company, its customers or its suppliers, market conditions failing to
improve or showing further deterioration in several of the Company's key end-
user markets, changing interest rates and changing foreign currency exchange
rates. There is no assurance that these and other risks and uncertainties will
not have an adverse impact on the Company's future operations, earnings, or
other financial results or financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
9
<PAGE>
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
(a)3.1 Amended and Restated Certificate of Incorporation, including Form
of Certificate of Designation, Preferences and Rights of Series A
Preferred Stock
(b)3.2 Amended and Restated By-Laws
(c)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)
(b)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
(d)4.03 Amendment Agreement No. 1 to Amended and Restated Credit
Agreement
(d)4.04 Amendment Agreement No. 2 to Amended and Restated Credit
Agreement
(e)4.05 Amendment Agreement No. 3 to Amended and Restated Credit
Agreement
(f)10.01 Lease of Milwaukee, Oregon facility+
(a)10.02 1991 Stock Option Plan, as amended+
(e)10.03 Non-employee Director Stock Option Plan, as amended+
(f)10.04 Form of Indemnification Agreement+
(a)10.05 Consulting Agreement (G.L. Ohrstrom & Co.)+
(g)10.11 Labor Agreement
27 Financial Data Schedule
___________________________
(a) Incorporated herein by reference to Exhibits 3.1, 10.2 and 10.5 to the
Roper Industries, Inc. Annual Report on Form 10-K filed January 21,
1998.
(b) Incorporated herein by reference to Exhibits 3 and 4 to the Roper
Industries, Inc. Current Report on Form 8-K filed June 2, 1997.
(c) Incorporated herein by reference to Exhibit 4.02 to the Roper
Industries, Inc. Current Report on Form 8-K filed January 18, 1996.
(d) Incorporated herein by reference to Exhibits 4.03 and 4.04 to the Roper
Industries, Inc. Quarterly Report on Form 10-Q filed August 21, 1998.
(e) Incorporated herein by reference to Exhibits 4.05 and 10.03 to the
Roper Industries, Inc. Annual Report on Form 10-K filed January 20,
1999.
(f) Incorporated herein by reference to Exhibits 10.8 and 10.10 to the
Roper Industries, Inc. Registration Statement (No. 33-44665) on Form
S-1 filed December 20, 1991.
(g) Incorporated herein by reference to Exhibit 10.3 to the Roper
Industries, Inc. Annual Report on Form 10-K filed January 25, 1996.
+ Management contract or compensatory plan or arrangement.
b. Reports on Form 8-K
None
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, 1999
- ------------------ President
Derrick N. Key
/s/ Martin S. Headley Vice President and March 2, 1999
- --------------------- Chief Financial Officer
Martin S. Headley
/s/ Kevin G. McHugh Controller March 2, 1999
- -------------------
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 Form 10-K filed
January 21, 1998.
3.2 Amended and Restated By-Laws, incorporated herein by reference to
Exhibit 3 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 herein
by reference to Exhibit 4.02 to the Roper Industries, Inc. Current
Report on Form 8-K filed 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.
4.03 Amendment Agreement No. 1 to Amended and Restated Credit
Agreement, incorporated herein by reference to Exhibit 4.03 to the
Roper Industries, Inc. Quarterly Report on Form 10-Q filed August
21, 1998.
4.04 Amendment Agreement No. 2 to Amended and Restated Credit
Agreement, incorporated herein by reference to Exhibit 4.03 to the
Roper Industries, Inc. Quarterly Report on Form 10-Q filed August
21, 1998.
4.05 Amendment Agreement No. 3 to Amended and Restated Credit
Agreement, incorporated herein by reference to Exhibit 4.05 to the
Roper Industries, Inc. Annual Report on Form 10-K filed January
20, 1999.
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, incorporated herein by
reference to Exhibit 10.02 to the Roper Industries, Inc. Annual
Report on Form 10-K filed January 21, 1998.+
10.03 Non-employee Director Stock Option Plan, as amended, incorporated
herein by reference to Exhibit 10.03 to the Roper Industries, Inc.
Annual Report on Form 10-K filed January 20, 1999.+
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.+
12
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10.05 Consulting Agreement (G.L. Ohrstrom & Co.), incorporated herein by
reference to Exhibit 10.5 to the Roper Industries, Inc. Annual
Report on Form 10-K filed January 21, 1998.+
10.11 Labor Agreement, incorporated herein by reference to Exhibit 10.3
to the Roper Industries, Inc. Annual Report on Form 10-K filed
January 25, 1996.
27 Financial Data Schedule
+ Management contract or compensatory plan or arrangement.
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
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