<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, 2000.
[ ] 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
29, 2000 was 30,420,548.
<PAGE>
ROPER INDUSTRIES, INC.
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
Condensed Consolidated Statements of Changes in Stockholders' Equity 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
<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
January 31,
--------------------
2000 1999
<S> <C> <C>
--------- -------
Net sales $109,453 $89,078
Cost of sales 52,121 45,434
--------- -------
Gross profit 57,332 43,644
Selling, general and administrative expenses 40,092 30,148
--------- -------
Operating profit 17,240 13,496
Interest expense 2,578 1,835
Other income 230 214
--------- -------
Earnings before income taxes 14,892 11,875
Income taxes 5,212 4,035
--------- -------
Net earnings $ 9,680 $ 7,840
========= =======
Net earnings per common and common equivalent share:
Basic $ 0.32 $ 0.26
Diluted 0.31 0.26
Weighted average common and common equivalent shares outstanding:
Basic 30,327 30,321
Diluted 31,217 30,704
Dividends declared per common share $ 0.070 $ 0.065
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1
<PAGE>
Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
<TABLE>
<CAPTION>
January 31, October 31,
2000 1999
----------- -----------
(unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 3,198 $ 13,490
Accounts receivable, net 93,191 89,154
Inventories 73,795 56,401
Other current assets 2,541 2,774
----------- -----------
Total current assets 172,725 161,819
Property, plant and equipment, net 39,311 34,797
Intangible assets, net 254,290 215,020
Other assets 8,323 8,527
----------- -----------
Total assets $ 474,649 $ 420,163
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable $ 19,662 $ 18,457
Accrued liabilities 30,844 31,444
Income taxes payable 3,848 1,485
Current portion of long-term debt 20,871 20,857
----------- -----------
Total current liabilities 75,225 72,243
Long-term debt 153,642 109,659
Other liabilities 6,350 6,293
----------- -----------
Total liabilities 235,217 188,195
----------- -----------
Common stock 317 316
Additional paid-in capital 72,395 71,084
Retained earnings 195,464 187,911
Accumulated other comprehensive earnings (3,573) (2,172)
Treasury stock (25,171) (25,171)
----------- -----------
Total stockholders' equity 239,432 231,968
----------- -----------
Total liabilities and stockholders' equity $ 474,649 $ 420,163
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(In thousands)
<TABLE>
<CAPTION>
Three months ended
January 31,
-------------------
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 9,680 $ 7,840
Depreciation 1,510 1,585
Amortization 2,977 2,308
Other, net (5,336) (8,471)
-------- --------
Net cash provided by operating activities 8,831 3,262
-------- --------
Cash flows from investing activities:
Acquisitions of business, net of cash acquired (58,697) -
Capital expenditures (4,191) (1,009)
Other, net (40) (34)
-------- --------
Net cash used in investing activities (62,928) (1,043)
-------- --------
Cash flows from financing activities:
Debt borrowings 45,767 3,076
Debt payments (948) (9,979)
Dividends (2,127) (1,974)
Treasury stock purchases - (1,548)
Other, net 1,312 403
-------- --------
Net cash provided (used) in financing activities 44,004 (10,022)
-------- --------
Effect of foreign currency exchange rate changes on cash (199) (11)
-------- --------
Net decrease in cash and cash equivalents (10,292) (7,814)
Cash and cash equivalents, beginning of period 13,490 9,350
-------- --------
Cash and cash equivalents, end of period $ 3,198 $ 1,536
======== ========
See accompanying notes to condensed consolidated financial statements.
</TABLE>
3
<PAGE>
Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)
(In thousands)
<TABLE>
<CAPTION>
Accumulated
Additional other
Common paid-in Retained comprehensive Treasury Comprehensive
stock capital earnings earnings stock Total earnings
------ ---------- --------- -------------- --------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at October 31, 1998 $313 $67,145 $148,435 $ (906) $(17,954) $197,033 $
Net earnings - - 7,840 - - 7,840 7,840
Treasury stock purchases - - - - (1,548) (1,548) -
Exercise of stock options - 403 - - - 403 -
Other comprehensive earnings:
Currency translation adjustments - - - (449) - (449) (449)
Dividends declared - - (1,974) - - (1,974) -
------ ---------- -------- ------------- -------- -------- --------
Balances at January 31, 1999 $313 $67,548 $154,301 $(1,355) $(19,502) $201,305 $ 7,391
====== ========== ======== ============= ======== ======== ========
Balances at October 31, 1999 $316 $71,084 $187,911 $(2,172) $(25,171) $231,968 $
Net earnings - - 9,680 - - 9,680 9,680
Exercise of stock options 1 1,311 - - - 1,312 -
Other comprehensive earnings:
Currency translation adjustments - - - (1,401) - (1,401) (1,401)
Dividends declared - - (2,127) - - (2,127) -
------ ---------- -------- ------------- -------- -------- --------
Balances at January 31, 2000 $317 $72,395 $195,464 $(3,573) $(25,171) $239,432 $ 8,279
====== ========== ======== ============= ======== ======== ========
See accompanying notes to condensed consolidated financial statements.
</TABLE>
4
<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, 2000 and 1999 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.
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 1999 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, 2000 and 1999 included
interest of $1,929,000 and $1,995,000, respectively, and income taxes of
$2,809,000 and $1,156,000, respectively.
4. Concentration of Credit Risk
At January 31, 2000, the Company had $12.5 million of trade receivables due from
RAO Gazprom ("Gazprom") compared to $8.4 million at October 31, 1999. 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, 2000 were
January 2000 shipments secured by letters of credit.
5. Fair Value of Financial Instruments
At January 31, 2000, the estimated fair value of the Company's interest rate
swap agreements was an unrecorded asset of $847,000, compared to $1,150,000 at
October 31, 1999. Most of the decrease was due to a decline in LIBOR to 6.1% at
January 31, 2000 compared to 6.2% at October 31, 1999.
5
<PAGE>
6. Inventories
Inventories are summarized below (in thousands):
<TABLE>
<CAPTION>
January 31, October 31,
2000 1999
----------- -----------
<S> <C> <C>
Raw materials and supplies $34,076 $27,811
Work in process 20,811 14,556
Finished products 20,588 15,724
LIFO reserve (1,680) (1,690)
------- -------
$73,795 $56,401
======= =======
</TABLE>
7. Industry Segments
Sales and operating profit by industry segment are set forth in the following
table (dollars in thousands):
<TABLE>
<CAPTION>
Three months ended
January 31, Percent
-------------------
2000 1999 change
-------- ------- -------
<S> <C> <C> <C>
Net sales:
Analytical Instrumentation $ 50,404 $27,239 85.0%
Fluid Handling 23,534 19,419 21.2
Industrial Controls 35,515 42,420 (16.3)
-------- ------- -------
Total $109,453 $89,078 22.9%
======== ======= =======
Gross profit:
Analytical Instrumentation $ 27,789 $14,713 88.9%
Fluid Handling 11,737 8,784 33.6
Industrial Controls 17,806 20,147 (11.6)
-------- ------- -------
Total $ 57,332 $43,644 31.4%
======== ======= =======
Operating profit*:
Analytical Instrumentation $ 7,610 $ 2,796 172.2%
Fluid Handling 6,297 4,356 44.6
Industrial Controls 5,139 7,660 (32.9)
-------- ------- -------
Total $ 19,046 $14,812 28.6%
======== ======= =======
</TABLE>
* Operating profit is before unallocated corporate general and administrative
expenses. Such expenses were $1,806 and $1,316 for the three months ended
January 31, 2000 and 1999, respectively.
6
<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, 1999 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:
<TABLE>
<CAPTION>
Three months ended
January 31,
-------------------
2000 1999
------- --------
<S> <C> <C>
Gross profit:
Analytical Instrumentation 55.1% 54.0%
Fluid Handling 49.9 45.2
Industrial Controls 50.1 47.5
------ ------
52.4% 49.0%
====== ======
Operating profit:
Analytical Instrumentation 15.1% 10.3%
Fluid Handling 26.8 22.4
Industrial Controls 14.5 18.1
Unallocated corporate expenses (1.7) (1.5)
------ ------
15.8 15.2
Interest expense (2.4) (2.1)
Other income 0.2 0.2
------ ------
Earnings before income taxes 13.6 13.3
Income taxes 4.8 4.5
------ ------
Net earnings 8.8% 8.8%
====== ======
</TABLE>
Net sales increased $20.4 million, or 23%, during the three months ended January
31, 2000 compared to the three months ended January 31, 1999. Most of this
increase resulted from the fiscal 2000 contributions of the instrument division
of Varlen Corporation (acquired June 1999), the November 1999 acquisitions of
Roper Scientific MASD ("MASD") and Redlake Imaging Corporation ("Redlake
Imaging") and strength in the Company's existing digital imaging and
semiconductor-related businesses. All of these recently acquired businesses are
reported as part of the Company's Analytical Instrumentation segment.
The increase in Analytical Instrumentation sales was the result of the recent
acquisitions and the digital imaging strength mentioned above. The increase in
Fluid Handling sales was the result of the Company capitalizing on improved
conditions in the semiconductor capital equipment market and improved conditions
in some other key markets (particularly power generation) within the Company's
positive displacement pump business. Fluid Handling sales comparisons were
adversely affected by its centrifugal pump business which experienced soft
business conditions expected to be limited to the first quarter and its medical
diagnostics pump business due to an FDA compliance problem unrelated to the
Company's products affecting a major OEM customer. The decrease in Industrial
Controls sales reflected continued weakness in the oil & gas markets that
represent an important part of this segment's business.
Gross profit percentages improved for each of the Company's segments. Increases
at Analytical Instrumentation and Fluid Handling were primarily due to higher
margin incremental sales (digital imaging and semiconductor products) whereas
the increase in Industrial Controls margins was due to lower sales dollars of
lower margin products.
7
<PAGE>
Selling, general and administrative ("SG&A") expenses increased $9.9 million, or
33%, during the three months ended January 31, 2000 compared to the first three
months of fiscal 1999. Most of the increase was due to the incremental expenses
reported by the three businesses acquired since June 1999. Analytical
Instrumentation SG&A expenses increased $8.3 million, but decreased as a
percentage of sales to 40% in the first quarter of fiscal 2000 compared to 44%
in the first quarter of fiscal 1999.
Interest expense increased in the first quarter of fiscal 2000 compared to the
first quarter of fiscal 1999 primarily due to higher borrowing levels in fiscal
2000 that resulted form the three most recent acquisitions. All of these
acquisitions were purchased with cash provided by the Company's existing credit
facilities.
The Company's effective income tax rate was slightly higher in the first three
months of fiscal 2000 than the first three months of fiscal 1999 due to certain
recent acquisitions creating a greater presence in higher-taxing jurisdictions
and some of the related goodwill not being deductible for income tax purposes.
Other 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, 2000 and 1999 was mostly related to the Company's subsidiaries
in England, France and Germany. 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. Much of the non-U.S. net asset exposure is goodwill, which is
expected to have minimal effects on future cash flows.
The following table summarizes bookings and backlog information (in thousands):
<TABLE>
<CAPTION>
Bookings Backlog
-------------------- --------------------
Three months ended
January 31, January 31,
-------------------- --------------------
2000 1999 2000 1999
-------- --------- -------- --------
<S> <C> <C> <C> <C>
Analytical Instrumentation $ 56,211 $33,541 $44,852 $33,868
Fluid Handling 25,512 23,307 16,101 16,673
Industrial Controls 33,043 34,754 26,935 31,479
-------- ------- ------- -------
$114,766 $91,602 $87,888 $82,020
======== ======= ======= =======
</TABLE>
Bookings and backlog growth within the Analytical Instrumentation segment
reflected the recently acquired businesses and strength in the segment's high-
resolution digital imaging businesses. On a pro forma basis, Analytical
Instrumentation bookings were flat with the prior year as the strength in
digital imaging was offset by weaknesses in the segment's petroleum analysis and
leak testing businesses.
Fluid Handling bookings increased as a result of semiconductor capital equipment
business more than doubling compared to last year. Offsetting this increase were
declines in the segments centrifugal pump and medical diagnostic pump
businesses, the latter decline was mainly due to an FDA compliance problem with
a major OEM customer unrelated to Roper's products, and expected to continue for
an indefinite period.
The decline in bookings for Industrial Controls was due to lower activity
related mostly to the segment's interests in oil & gas markets. Even though
energy prices have recovered from recent lows, many energy industry customers
have not yet increased their capital spending. The segment's oil & gas-related
business conditions are expected to be better in the second half of the fiscal
year.
8
<PAGE>
Financial Condition, Liquidity and Capital Resources
Working capital increased to $97.5 million at January 31, 2000 compared to $89.6
million at October 31, 1999. Most of the increase in working capital was due to
the working capital acquired of MASD (whereas the acquisition of Redlake Imaging
reduced working capital since the cash for this purchase on the October 31, 1999
balance sheet was greater than the working capital subsequently acquired.
Total debt was $174.5 million at January 31, 2000 (42% of total capital)
compared to $130.5 million (36% of total capital) at October 31, 1999. The
Company expects that its existing businesses will generate sufficient cash flows
over the remainder of fiscal 2000 to enable it to reduce outstanding debt from
current levels and/or fund additional acquisitions. Acquisitions may also be
funded with the Company's common stock. The Company has sufficient credit
available primarily under its $200 million U.S. revolving credit facility to
provide for any reasonable short-term needs. The Company also believes it is
capable of satisfactorily negotiating additional borrowing capacity, either with
its current or new lenders.
At January 31, 2000, the estimated fair value of the Company's interest rate
swap agreements was an unrecorded asset of $847,000, compared to $1,150,000 at
October 31, 1999. Most of the decrease was due to a decline in LIBOR to 6.1% at
January 31, 2000 compared to 6.2% at October 31, 1999. 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 estimated current fair value
attributed to these agreements assumes the options will not be exercised.
Capital expenditures in fiscal 2000 are expected to be higher than fiscal 1999,
but still believed to be relatively modest for an industrial products company.
The Company expects fiscal 2000 to be its eighth consecutive year of record
sales and earnings. However, the degree of growth is still dependent on several
of the Company's key end-user markets showing improvement from their current
conditions, especially oil & gas markets. A significant portion of the
Company's interest expense risk is subject to changes in short-term interest
rates, and these rates have increased subsequent to January 31, 2000 and may
increase further. Also, the rates in the Company's principal credit agreement
are substantially below current market rates that would be applicable in the
event the Company extends its financing facilities.
The Company expects to continue an active acquisition program. Subsequent to
January 31, 2000, the Company acquired two small synergistic companies for its
Fluid Handling segment for a combined cost of approximately $14 million cash.
However, the 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.
Recently Issued Accounting Standards
The Financial Accounting Standards Board has issued, among others, Statement of
Financial Accounting Standards ("SFAS") 133 - Accounting for Derivative
Instruments and Hedging Activities that was subsequently amended by SFAS 137 to
delay the effective date of implementing SFAS 133 for one year. The standards
of SFAS 133 will be applicable to the Company beginning in fiscal 2001. Once
adopted, SFAS 133 will require that the Company's interest rate swap agreements
be reflected in its financial statements. This change is not expected to
significantly affect the Company's financial position, results of operations or
other disclosures.
9
<PAGE>
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, conditions failing to
improve or showing further deterioration in several of the Company's key end-
user markets (especially oil & gas 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
Roper is exposed to interest rate risks on its outstanding interest rate swap
agreements and its outstanding variable-rate borrowings to the extent that such
borrowings exceed the notional value of the interest rate swap agreements.
Roper is exposed to foreign exchange risks pertaining to its business
denominated in currencies other than the U.S. dollar. Roper is exposed to
equity market risks pertaining to the traded price of its common stock.
Roper's interest rate swap agreements provide that Roper pays a fixed interest
rate in exchange for receiving a variable interest rate on a total notional
value of $75 million. These agreements mature in 2003 and the other party has
options to extend the agreements until 2008. At January 31, 2000, the fixed
rate obligation of Roper was less than the variable rate Roper was entitled to
receive. As a result, the estimated fair value of the interest rate swap
agreements was determined to be an asset. At January 31, 2000, an interest rate
movement up or down by 10 basis points would have increased or decreased the
estimated asset value by about $250,000. Upon adoption of SFAS 133, changes in
the valuation of the interest rate swap agreements will be a direct charge to
other comprehensive earnings.
After giving effect to the interest rate swap agreements, Roper's outstanding
variable rate borrowings exceeded the notional value of the interest rate swap
agreements by about $100 million at January 31, 2000. Based on this level of
debt, an increase or decrease in interest rates by 10 basis points would
increase or decrease annualized interest expense by about $100,000.
Roper and its subsidiary companies generally do not enter into significant
transactions denominated in currencies other than the U.S. dollar or their
functional currency. Non-U.S. dollar balances and transactions at January 31,
2000 and for the period then ended were principally denominated in Western
European or Japanese currencies. At October 31, 1999 and for the year then
ended, 10-15% of Roper's consolidated net assets and sales were denominated in
these currencies. Roper expects that these currencies will remain relatively
stable. Therefore, foreign exchange risks are not expected to have a material
effect on Roper's financial statements.
Equity markets are influenced by many factors and changes in Roper's stock price
may be influenced by factors other than Roper's historical earnings and by
factors not within Roper's control. The volatility of Roper's common stock
prices preceding an option grant is directly related to the valuation of that
grant for purposes of determining pro forma earnings disclosures. Roper's stock
prices following an option grant directly influence the dilutive effect of these
options for earnings per share calculations. The sensitivity of these issues to
a change in Roper's stock price are not readily determinable, but a change in
Roper's stock price by $1.00 is not believed to have a material effect on
Roper's financial statements or disclosures.
10
<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
/(a)/10.01 1991 Stock Option Plan, as amended +
/(e)/10.02 Non-employee Director Stock Option Plan, as amended +
/(f)/10.03 Form of Amended and Restated Indemnification Agreement +
/(a)/10.04 Consulting Agreement (G.L. Ohrstrom & Co., Inc.) +
/(g)/10.06 Amendment to G.L. Ohrstrom & Co., Inc. Consulting
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 Exhibit 10.04 to the Roper
Industries, Inc. Quarterly Report on Form 10-Q filed August 31,
1999.
/(g)/ Incorporated herein by reference to Exhibit 10.06 to the Roper
Industries, Inc. Quarterly Report on Form 10-Q filed June 11, 1999.
+ Management contract or compensatory plan or arrangement.
b. Reports on Form 8-K
None
11
<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 7, 2000
- -----------------------
Derrick N. Key President
/s/ Martin S. Headley Vice President and March 7, 2000
- -----------------------
Martin S. Headley Chief Financial Officer
/s/ Kevin G. McHugh Controller March 7, 2000
- -----------------------
Kevin G. McHugh
12
<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 4.04 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 1991 Stock Option Plan, as amended, incorporated herein by reference
to Exhibit 10.2 to the Roper Industries, Inc. Annual Report on Form
10-K filed January 21, 1998. +
10.02 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. +
10.03 Form of Amended and Restated Indemnification Agreement, incorporated
herein by reference to Exhibit 10.04 to the Roper Industries, Inc.
Quarterly Report on Form 10-Q filed August 31, 1999. +
10.04 Consulting Agreement (G.L. Ohrstrom & Co., Inc.), incorporated
herein by reference to Exhibit 10.5 to the Roper Industries, Inc.
Annual Report on Form 10-K filed January 21, 1998. +
10.06 Amendment to G.L. Ohrstrom & Co., Inc. Consulting Agreement,
incorporated herein by reference to Exhibit 10.06 to the Roper
Industries, Inc. Quarterly Report on Form 10-Q filed June 11, 1999. +
27 Financial Data Schedule
+ Management contract or compensatory plan or arrangement.
13
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