SEC Filing | Roper Technologies, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ------------- --------------------- Commission File Number 0-19818 ROPER INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 51-0263969 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 160 BEN BURTON ROAD BOGART, GEORGIA 30622 (Address of principal executive offices) (Zip Code) (706) 369-7170 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X NO ----- ----- The number of shares outstanding of the Registrant's common stock as of June 5, 1997 was 15,292,219.

ROPER INDUSTRIES, INC. REPORT ON FORM 10-Q FOR THE QUARTER ENDED APRIL 30, 1997 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 8 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 i

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 Six Months Ended April 30, April 30, --------------------------------- ------------------------------- 1997 1996 1997 1996 - ---------------------------------------------------------------------------------------------------------------- Net sales $67,019 $47,105 $122,127 $100,001 Cost of sales 30,049 24,605 55,721 48,501 - ---------------------------------------------------------------------------------------------------------------- Gross profit 36,970 22,500 66,406 51,500 Selling, general and administrative expenses 20,539 13,726 40,166 29,167 - ---------------------------------------------------------------------------------------------------------------- Income from operations 16,431 8,774 26,240 22,333 Interest expense 1,209 292 2,511 679 Other income 220 19 447 92 - ---------------------------------------------------------------------------------------------------------------- Earnings before income taxes 15,442 8,501 24,176 21,746 Income taxes 5,296 2,848 8,200 7,284 - ---------------------------------------------------------------------------------------------------------------- Net earnings $10,146 $5,653 $15,976 $14,462 ================================================================================================================ Per share data: Earnings per common share $0.65 $0.37 $1.03 $0.94 ================================================================================================================ Cash dividends per common share $ 0.090 $0.075 $0.18 $0.15 ================================================================================================================ Weighted avg. common shares outstanding 15,529 15,434 15,515 15,364 ================================================================================================================ See accompanying notes to condensed consolidated financial statements. 1

ROPER INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) April 30, October 31, 1997 1996* (Unaudited) - ------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 1,752 $ 423 Accounts receivables, net 54,078 50,659 Inventories 32,374 31,133 Other current assets 1,713 2,298 - ------------------------------------------------------------------------- Total current assets 89,917 84,513 - ------------------------------------------------------------------------- PROPERTY, PLANT & EQUIPMENT: Cost 51,772 50,646 Accumulated depreciation and amortization (28,815) (26,687) - ------------------------------------------------------------------------- Property, plant and equipment, net 22,957 23,959 - ------------------------------------------------------------------------- Intangible assets, net 124,203 127,670 Other assets 6,590 6,811 - ------------------------------------------------------------------------- TOTAL ASSETS $243,667 $242,953 ========================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 11,377 $11,004 Other current liabilities 15,418 17,965 Current maturities of long-term debt 12,433 6,814 Income taxes payable 3,405 3,723 - ------------------------------------------------------------------------- Total current liabilities 42,633 39,506 - ------------------------------------------------------------------------- NONCURRENT LIABILITIES: Long-term debt 47,230 63,373 Other liabilities 3,624 2,678 - ------------------------------------------------------------------------- Total liabilities 93,487 105,557 - ------------------------------------------------------------------------- STOCKHOLDERS' EQUITY: Common stock 152 152 Additional paid-in capital 51,818 50,893 Foreign currency translation adjustments (1,206) 177 Retained earnings 99,416 86,174 - ------------------------------------------------------------------------- Total stockholders' equity 150,180 137,396 - ------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $243,667 $242,953 ========================================================================= * Reclassified. See accompanying notes to condensed consolidated financial statements. 2

ROPER INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) Six Months Ended April 30, ----------------------------- 1997 1996 - --------------------------------------------------------------------------------------- Net cash provided by operating activities $ 15,068 $ 12,643 Net cash used in investing activities (1,788) (3,182) - --------------------------------------------------------------------------------------- Cash flows from financing activities: Proceeds from long-term debt 3,825 19,953 Principal payments on long-term debt (14,174) (27,418) Decrease in bank overdraft - (699) Dividends paid on common stock (2,734) (2,248) Other 1,198 688 - --------------------------------------------------------------------------------------- Net cash used in financing activities (11,885) (9,724) - --------------------------------------------------------------------------------------- Effect of exchange rate changes on cash (66) (104) - --------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 1,329 (367) Cash and cash equivalents, beginning of period 423 2,322 - --------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 1,752 $ 1,955 ======================================================================================= See accompanying notes to condensed consolidated financial statements. 3

ROPER INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying condensed consolidated financial statements for the three-month and six-month periods ended April 30, 1997 and 1996 are unaudited. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position, results of operations and cash flows of Roper Industries, Inc. and its subsidiaries (the "Company") for all periods presented. The results of operations are not necessarily indicative of the results to be expected for the full fiscal year. It is recommended that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's 1996 Annual Report on Form 10-K as filed with the Securities and Exchange Commission. Certain reclassifications have been made to the 1996 amounts to conform to the presentation adopted in 1997. NOTE 2. ACQUISITIONS On May 16, 1997, one of the Company's wholly-owned subsidiaries completed the acquisition of the operating assets of Princeton Instruments, Inc., a New Jersey corporation ("PI"), the real estate occupied by PI at its principal facility in Trenton, New Jersey, and all of the stock of PI's foreign sales affiliates (PI and its foreign affiliates are collectively referred to as "Princeton"). The purchase price consisted of $37.4 million cash and $3.0 million of Roper common stock. Transaction costs and other direct costs of the acquisition total approximately $.2 million. $2.0 million of the Roper common stock was placed in an escrow account to secure certain of the seller's indemnification obligations associated with the acquisition of Princeton. The acquisition of Princeton will be accounted for as a purchase. For the year ended April 30, 1997, Princeton's net sales were approximately $31 million. Princeton designs, manufactures and markets spectral and digital imaging cameras and is a technological and market leader world-wide in most of its market segments. Princeton supplies a diverse end-user base that includes the scientific research market, industrial research markets and various industrial process markets. 4

On May 30, 1997, one of the Company's wholly-owned subsidiaries completed the acquisition of all of the capital stock of Petrotech, Inc., a Louisiana corporation ("Petrotech"). The purchase price consisted of $6.5 million cash and $6.5 million of Roper common stock. In addition, approximately $8.1 million of Petrotech debt was assumed. The acquisition of Petrotech will be accounted for as a purchase. For the year ended April 30, 1997, Petrotech's net sales were approximately $31 million. Petrotech provides system integration of control products and systems for turbines and compressors within the oil & gas, pipeline, process control and power generation markets. Petrotech is a recognized market leader and derives a considerable portion of its revenues from manufacturing advanced turbine and compressor control products. NOTE 3. LONG-TERM DEBT On May 15, 1997, the Company secured a new $200 million revolving credit facility by the amendment and restatement of its principal credit agreement which theretofore had provided for a $100 million facility. Financing under the new agreement continues to be provided by a syndication of financial institutions whose agent is NationsBank, N.A. (South). Borrowings under this agreement accrue interest at the Company's option at either a function of the prime rate or LIBOR and will be secured only by the pledge of the capital stock of the Company's subsidiaries to the lenders. The interest rate is also influenced by certain financial ratios of the Company. There is a $10 million sublimit for letters of credit under the new agreement. The new credit agreement contains covenants restricting, among other things, dividends, acquisitions, capital expenditures, and asset dispositions that are customary in agreements of this type. NOTE 4. EARNINGS PER SHARE Earnings per share of common stock is calculated by dividing net earnings by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. Common stock equivalents consist of stock options. 5

NOTE 5. CONCENTRATION OF CREDIT RISK At April 30,1997, the Company had approximately $7.4 million of trade receivables due from Gazprom and $5.1 million due from Ukrainian Gazprom. Both companies are large natural gas companies. NOTE 6. SUPPLEMENTAL CASH FLOW INFORMATION Cash payments for the six months ended April 30, 1997 and 1996 included interest of $3,407,000 and $671,000, respectively and income taxes of $8,277,000 and $9,250,000, respectively. NOTE 7. INVENTORIES Inventories are summarized below (in thousands): April 30, October 31, 1997 1996 - -------------------------------------------------------------- Raw materials and supplies $17,817 $19,226 Work in process 6,027 5,905 Finished products 10,266 7,548 Less LIFO Reserve (1,736) (1,546) - -------------------------------------------------------------- Total $32,374 $31,133 ============================================================== NOTE 8. STOCK OPTIONS Statement of Financial Accounting Standards No. 123 - Accounting for Stock-Based Compensation ("SFAS 123") modifies the accounting and reporting standards for the Company's stock-based compensation plans and is effective for the Company beginning with fiscal 1997. SFAS 123 provides that stock-based awards be measured at their fair value at the grant date in accordance with a valuation model. This measurement may either be recorded in the Company's basic financial statements or the pro forma effect on earnings may be disclosed in its year end financial statements. The Company has elected to provide the pro forma disclosures, if material. 6

NOTE 9. INDUSTRY SEGMENTS Sales and operating profit by industry segment are set forth in the following table (in thousands): Three Months Ended Six Months Ended April 30, April 30, ------------------------- ---------------------------- 1997 1996* Change 1997 1996* Change - -------------------------------------------------------------------------------------------- Net sales: Industrial Controls $26,322 $20,115 30.9% $ 43,297 $ 45,280 (4.4)% Fluid Handling 24,855 20,292 22.5% 47,008 40,055 17.4% Analytical Instrumentation 15,842 6,698 136.5% 31,822 14,666 117.0% - -------------------------------------------------------------------------------------------- Total $67,019 $47,105 42.3% $122,127 $100,001 22.1% ============================================================================================ Gross profit: Industrial Controls $15,950 $ 9,505 67.8% $ 25,561 $ 23,963 6.7% Fluid Handling 11,363 8,958 26.8% 21,571 18,630 15.8% Analytical Instrumentation 9,657 4,037 139.2% 19,274 8,907 116.4% - -------------------------------------------------------------------------------------------- Total $36,970 $22,500 64.3% $ 66,406 $ 51,500 28.9% ============================================================================================ Operating profit (a): Industrial Controls $ 6,836 $ 2,891 136.5% $ 8,389 $ 9,872 (15.0)% Fluid Handling 6,916 5,920 16.8% 13,023 12,223 6.5% Analytical Instrumentation 3,927 926 324.1% 7,414 2,311 220.8% - -------------------------------------------------------------------------------------------- Total $17,679 $ 9,737 81.6% $ 28,826 $24,406 18.1% ============================================================================================ * Reclassified. (a) Operating profit is before any allocation for corporate general and administrative expenses. Corporate general and administrative expenses were $1,248 and $963 for the three months ended April 30, 1997 and 1996, respectively. These expenses were $2,586 and $2,073 for the six months ended April 30, 1997 and 1996, respectively. 7

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, 1996. RESULTS OF OPERATIONS GENERAL The following table sets forth certain information relating to the operations of the Company expressed as a percentage of net sales. Three Months Ended Six Months Ended April 30, April 30, ------------------ ---------------- 1997 1996 1997 1996 - --------------------------------------------------------------------------- Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 44.8% 52.2% 45.6% 48.5% - --------------------------------------------------------------------------- Gross profit 55.2% 47.8% 54.4% 51.5% SG & A expenses 30.7% 29.2% 32.9% 29.2% - --------------------------------------------------------------------------- Income from operations 24.5% 18.6% 21.5% 22.3% Interest expense 1.8% 0.6% 2.1% 0.7% Other income 0.3% 0.0% 0.4% 0.1% - --------------------------------------------------------------------------- Earnings before income taxes 23.0% 18.0% 19.8% 21.7% Income taxes 7.9% 6.0% 6.7% 7.3% - --------------------------------------------------------------------------- Net earnings 15.1% 12.0% 13.1% 14.4% =========================================================================== The profit margins for each segment are listed below as a percentage of net sales. Three Months Ended Six Months Ended April 30, April 30, ------------------ ---------------- 1997 1996 1997 1996 - --------------------------------------------------------------------------- Gross profit: Industrial Controls 60.6% 47.3% 59.0% 52.9% Fluid Handling 45.7% 44.1% 45.9% 46.5% Analytical Instrumentation 61.0% 60.3% 60.6% 60.7% - --------------------------------------------------------------------------- Operating profit (a): Industrial Controls 26.0% 14.4% 19.4% 21.8% Fluid Handling 27.8% 29.2% 27.7% 30.5% Analytical Instrumentation 24.8% 13.8% 23.3% 15.8% - --------------------------------------------------------------------------- (a) Before allocation of corporate general and administrative expenses 8

THREE MONTHS ENDED APRIL 30, 1997 COMPARED TO 1996 Operating results during the three months ended April 30, 1997 reflect an 8.5% increase in core business sales. This excludes sales to Gazprom and also excludes the sales of Gatan International, Inc. ("Gatan") and Fluid Metering, Inc. ("FMI"). Gatan and FMI were acquired in May 1996. Sales to Gazprom during the 1997 period more than doubled compared to 1996. Combined sales by Gatan and FMI during the three months ended April 30, 1997 were $12.6 million. Core sales increased in each of the Company's business segments, ranging from 15.4% in Industrial Controls to 2.7% in Fluid Handling. Fluid Handling has been adversely affected by relatively worse conditions in the semiconductor equipment industry compared to last year. The industry's book to bill ratio has generally trailed last year's ratio throughout the year. Gross profit improvement of $14.5 million is primarily from the sales increases discussed above. The improvement in gross profit percentage is due primarily to the additional sales to Gazprom and is reflected in Industrial Controls. The increase in selling, general and administrative ("SG&A") expenses of $6.8 million is due mostly to the inclusion of Gatan and FMI ($4.0 million). Increased expenses were also incurred as a result of the increased sales to Gazprom (commission expense at Compressor Controls is up $.9 million) and the actions over the past several quarters to improve the Company's infrastructure servicing Gazprom and other potential customers in the CIS/Eastern Europe region. As a percentage of sales, SG&A expenses were 30.6% in 1997 compared to 29.1% in 1996. This increase also reflects the amortization of the excess purchase price over the fair value of the net assets acquired for Gatan and FMI. Excluding this amortization, SG&A expenses as a percentage of net sales in 1997 would have been 29.8%. Interest expense increased $.9 million principally due to higher debt levels resulting from the May 1996 acquisitions of Gatan and FMI. The Company's effective tax rate was 34.3% for the three months ended April 30, 1997 compared to 33.5% for the three months ended April 30, 1996. The increased rate is due primarily to the acquisitions of Gatan and FMI. Both of these companies operate in relatively high taxing states and the amortization of the excess purchase price over the fair value of the net assets acquired for Gatan is not deductible for income tax purposes. For the three months ended April 30, 1997, bookings were $67.8 million, representing an increase of $26.9 million ($17.1 million on a pro forma basis for the acquisitions of Gatan and FMI) over the comparable three months of 1996. Increased activity was reported by every operating company except one. The largest individual component for the increase was an additional $10.0 million of bookings with Gazprom. 9

Sales order backlog was $71.0 million at April 30, 1997 compared to $38.6 million ($56.6 million on a pro forma basis for the acquisitions of Gatan and FMI) at April 30, 1996. Aside from the acquisitions, the biggest increase in the backlog is $9.6 million of additional backlog due to Gazprom. SIX MONTHS ENDED APRIL 30, 1997 COMPARED TO 1996 Operating results during the six months ended April 30, 1997 reflect a 2.9% increase in core business sales. Gatan and FMI combined sales were $24.6 million during the six months ended April 30, 1997. Sales to Gazprom during the 1997 period were down $5.1 million compared to 1996. Core sales increased 9.3% in Industrial Controls, and were approximately flat in both Fluid Handling and Analytical Instrumentation. Within all of these segments, the largest individual change was a $4.6 million (29%) decrease in sales to the semiconductor equipment industry. Compared to last year, business conditions in this industry have been worse as evidenced by its book to bill ratio. The book to bill ratio has generally trailed last year's ratio throughout the year. Gross profit improvement of $14.9 million is primarily from the inclusion of Gatan and FMI. These companies contributed $14.7 million of gross profit during the six months ended April 30, 1997. Decreased sales to the semiconductor equipment industry lowered gross profit of this business by 36%. This decrease was largely offset by the increased core sales in Industrial Controls. The increase in SG&A expenses of $11.0 million is due mostly to the inclusion of Gatan and FMI ($7.7 million). Increased expenses were also incurred as a result of the increased sales to Gazprom and the actions over the past several quarters to improve the Company's infrastructure servicing Gazprom and other potential customers in the CIS/Eastern Europe region. As a percentage of sales, SG&A expenses were 32.9% in 1997 compared to 29.2% in 1996. This increase also reflects the amortization of the excess purchase price over the fair value of the net assets acquired for Gatan and FMI. Excluding this amortization, SG&A expenses as a percentage of net sales in 1997 would have been 32.0%. Interest expense increased $1.8 million principally due to higher debt levels resulting from the May 1996 acquisitions of Gatan and FMI. The Company's effective tax rate was 33.9% for the six months ended April 30, 1997 compared to 33.5% for the six months ended April 30, 1996. The increased rate is due primarily to the acquisitions of Gatan and FMI. Both of these companies operate in relatively high taxing states and the amortization of the excess of the purchase price over the fair value of the net assets acquired for Gatan is not deductible for income tax purposes. 10

For the six months ended April 30, 1997, bookings were $138.0 million, representing an increase of $32.9 million ($10.2 million on a pro forma basis for the acquisitions of Gatan and FMI) over the comparable six months of 1996. Most of the increase is in Industrial Controls ($9.3 million), led by increased bookings with Gazprom ($3.9 million). FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Working capital increased $2.3 million to $47.3 million at April 30, 1997 compared to $45.0 million at October 31, 1996. Total debt was $59.7 million at April 30, 1997 compared to $70.2 million at October 31, 1996. This represents a decrease in the debt to total capitalization ratio to 28.4% at April 30, 1997 from 33.8% at October 31, 1996. On May 15, 1997, the Company secured a new $200 million revolving credit facility by the amendment and restatement of its principal credit agreement which theretofore had provided for a $100 million facility. Financing under the new agreement continues to be provided by a syndication of financial institutions whose agent is NationsBank, N.A. (South). Borrowings under this agreement accrue interest at the Company's option at either a function of the prime rate or LIBOR and will be secured only by the pledge of the capital stock of the Company's subsidiaries to the lenders. The interest rate is also influenced by certain financial ratios of the Company. There is a $10 million sublimit for letters of credit under the new agreement. The new agreement contains covenants restricting, among other things, dividends, acquisitions, capital expenditures, and asset dispositions that are customary in agreements of this type. In general, the new agreement requires less collateralization by the Company and is less restrictive than the previous agreement. Subsequent to May 15, 1997, subsidiaries of the Company acquired Princeton Instruments, Inc. and Petrotech, Inc. in separate transactions for a combined total of approximately $52.0 million cash and $9.5 million Roper common stock. As a result of these transactions, the Company's debt to total capitalization ratio has increased and is anticipated to be higher than the April 30, 1997 ratio for the near term. After the acquisition of Petrotech, the Company's total debt under the new facility was $107 million. Interest expense can also be expected to be higher in the near term than it has been historically. The Company believes that internally generated cash flow and the remaining unused credit under the new $200 million revolving credit agreement will be adequate to finance normal operating and further acquisition financing requirements. Although the Company maintains an active acquisition program, any further acquisitions will be dependent on numerous factors and it is not feasible to reasonably estimate if or when any such acquisitions will occur and what the impact will be on the Company's activities, financial condition and results of operations. 11

The Company anticipates that the newly acquired companies as well as the existing companies will generate positive cash flow, and that the cash flow from all operating companies will permit the reduction of currently outstanding debt at a pace consistent with that which the Company recently has experienced. However, the rate at which the Company can reduce its debt for the remainder of fiscal 1997 and beyond (and reduce the associated interest expense) will be affected by, among other things, the financing and operating requirements of any new acquisitions, the financial performance of its existing companies and the receipt, timing and shipments of new orders from Gazprom and cannot be predicted with certainty. Capital expenditures total $1.7 million for the six months ended April 30, 1997. For the year ending October 31, 1997, total expenditures are estimated to be similar to the $5.0 million that was spent in fiscal 1996. 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 timing of future business with Gazprom and other Eastern European customers and the future operating results of the newly acquired companies. 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. 12

PART II OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its 1997 Annual Meeting on February 14, 1997. Of the 15,165,546 shares eligible to vote at the meeting, 10,132,650 were present either in person or by proxy, 2,048,188 of which were entitled to five votes per share. The following proposals were voted upon as follows: Proposal 1: Election of four directors. All of the following nominees were elected by at least 99.57% of the votes cast. E. Douglas Kenna George L. Ohrstrom, Jr. Georg Graf Schall-Riaucour Eriberto R. Scocimara Continuing directors whose terms expire at either the 1998 Annual Meeting or the 1999 Annual Meeting are as follows: W. Lawrence Banks 1998 Luitpold von Braun 1998 John F. Fort III 1998 Donald G. Calder 1999 Derrick N. Key 1999 Christopher Wright 1999 Proposal 2: Amendment of the Company's Certificate of Incorporation to increase the number of authorized shares of common stock to 80,000,000. This proposed amendment would increase the number of authorized shares from 25,000,000. This proposal was approved by 72.51% of the votes cast. Proposal 3: Amendment of the 1991 Stock Option Plan to authorize a 250,000 share increase in the number of shares of common stock to be reserved for options thereunder. This amendment would increase the authorized number of reserved shares from 1,500,000. At December 27, 1996, 323,233 shares were reserved for future grants under the Plan. This proposal was approved by 90.35% of the votes cast. 13

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits *2 Asset Purchase Agreement dated May 16, 1997, by and among Roper Acquisition, Inc., Roper Industries, Inc., Princeton Instruments, Inc. and Yair Talmi. **3.1 Amended and Restated Certificate of Incorporation. *3.2 Amended and Restated By-laws dated May 13, 1997. *4 Third Amended and Restated Credit Agreement dated May 15, 1997 by and among Roper Industries, Inc., and NationsBank N.A. (South) and the lenders party hereto from time to time. 11 Statement re: Computation of Per Share Earnings. 27 Financial Data Schedule. b. Reports on Form 8-K None. - ------------- * Incorporated herein by this reference to Roper Industries, Inc. Report on Form 8-K dated May 16, 1997 and filed June 2, 1997. ** Incorporated herein by this reference to Roper Industries, Inc. Report on Form 8-K dated June 5, 1996 and filed June 6, 1996. 14

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Derrick N. Key President and Chief - --------------------------------- Executive Officer June 6, 1997 Derrick N. Key /s/ Martin S. Headley Vice President and - --------------------------------- Chief Financial Officer June 6, 1997 Martin S. Headley /s/ Kevin G. McHugh Controller June 6, 1997 - --------------------------------- Kevin G. McHugh 15

EXHIBIT INDEX TO REPORT ON FORM 10-Q Number Exhibit - ------ ------- 2 Asset Purchase Agreement dated May 16, 1997, by and among Roper Acquisition, Inc., Roper Industries, Inc., Princeton Instruments, Inc. and Yair Talmi incorporated herein by this reference to Roper Industries, Inc. Report on Form 8-K dated May 16, 1997 and filed June 2, 1997. 3.1 Amended and Restated Certificate of Incorporation incorporated herein by this reference to Roper Industries, Inc. Report on Form 8-K dated June 5, 1996 and filed June 6, 1996. 3.2 Amended and Restated By-laws dated May 13, 1997 incorporated herein by this reference to Roper Industries, Inc. Report on Form 8-K dated May 16, 1997 and filed June 2, 1997. 4 Third Amended and Restated Credit Agreement dated May 15, 1997 by and among Roper Industries, Inc., and NationsBank N.A. (South) and the lenders party hereto from time to time incorporated herein by this reference to Roper Industries, Inc. Report on Form 8-K dated May 16, 1997 and filed June 2, 1997. 11 Statement re: Computation of Per Share Earnings. 27 Financial Data Schedule. a

ROPER INDUSTRIES, INC. AND SUBSIDIARIES EXHIBIT 11 STATEMENTS RE: COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS, EXCEPT PER SHARE DATA) Three Months Ended Six Months Ended April 30, April 30, 1997 1996 1997 1996 ---------------------- ---------------------- Net earnings $10,146 $ 5,653 $15,976 $14,462 ====================== ====================== Common and common equivalent shares used to compute earnings per share: Weighted average number of common shares outstanding 15,202 14,990 15,187 14,981 Common stock equivalents--stock options (a) Primary 327 444 328 383 ---------------------- ---------------------- Fully diluted 327 455 328 437 ---------------------- ---------------------- Weighted average common and common equivalent shares outstanding Primary 15,529 15,434 15,515 15,364 ====================== ====================== Fully diluted 15,529 15,445 15,515 15,418 ====================== ====================== Net earnings per common share Primary $ 0.65 $ 0.37 $ 1.03 $ 0.94 ====================== ====================== Fully diluted $ 0.65 $ 0.37 $ 1.03 $ 0.94 ====================== ====================== (a) Stock options outstanding are included in the calculation of earnings per share by applying the "Treasury Stock" method. Such calculations are made using the average daily market prices for the period for primary earnings per share. Such calculations are made using the higher of the average daily market prices or the market price at the end of the period for fully diluted earnings per share. b

5 1,000 6-MOS OCT-31-1997 NOV-01-1996 APR-30-1997 1,752 0 54,078 0 32,374 1,713 51,772 28,815 243,667 42,633 0 0 0 152 150,028 243,667 122,127 122,574 55,721 55,721 0 0 2,511 24,176 8,200 15,976 0 0 0 15,976 1.03 1.03 See accompanying notes to Condensed Consolidated Financial Statements.