Consolidated Balance Sheets
Consolidated Balance Sheets (USD $) | ||
In Thousands | Dec. 31, 2009
| Dec. 31, 2008
|
Assets | ||
Cash and cash equivalents | $167,708 | $178,069 |
Accounts receivable, net | 381,658 | 376,855 |
Inventories, net | 178,795 | 185,919 |
Deferred taxes | 27,306 | 29,390 |
Unbilled receivables | 57,153 | 61,168 |
Other current assets | 58,125 | 26,906 |
Total current assets | 870,745 | 858,307 |
Property, plant and equipment, net | 109,493 | 112,463 |
Goodwill | 2,388,432 | 2,118,852 |
Other intangible assets, net | 868,900 | 804,020 |
Deferred taxes | 33,123 | 28,050 |
Other assets | 57,043 | 49,846 |
Total assets | 4,327,736 | 3,971,538 |
Liabilities and Stockholders' Equity | ||
Accounts payable | 110,103 | 121,807 |
Accrued liabilities | 253,441 | 261,682 |
Income taxes payable | 0 | 1,892 |
Deferred taxes | 1,671 | 0 |
Current portion of long-term debt, net | 112,796 | 233,526 |
Total current liabilities | 478,011 | 618,907 |
Long-term debt, net of current portion | 1,040,962 | 1,033,689 |
Deferred taxes | 328,299 | 272,182 |
Other liabilities | 58,974 | 42,826 |
Total liabilities | 1,906,246 | 1,967,604 |
Stockholders' equity: | ||
Common stock, $0.01 par value per share; 350,000 shares authorized; 95,768 shares issued and 93,618 outstanding at December 31, 2009 and 91,909 shares issued and 89,721 outstanding at December 31, 2008. | 958 | 919 |
Additional paid-in capital | 982,321 | 815,736 |
Retained earnings | 1,395,586 | 1,187,467 |
Accumulated other comprehensive earnings | 63,945 | 21,513 |
Treasury stock 2,150 shares at December 31, 2009 and 2,188 shares at December 31, 2008. | (21,320) | (21,701) |
Total stockholders' equity | 2,421,490 | 2,003,934 |
Total liabilities and stockholders' equity | $4,327,736 | $3,971,538 |
Parenthetical Data to the Conde
Parenthetical Data to the Condensed Consolidated Balance Sheets (USD $) | ||
Dec. 31, 2009
| Dec. 31, 2008
| |
Stockholders' equity: | ||
Preferred stock, par value | 0.01 | 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | 0.01 | 0.01 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 95,768,000 | 91,909,000 |
Common stock, outstanding | 93,618,000 | 89,721,000 |
Treasury stock, shares | 2,188,000 | 2,150,000 |
Consolidated Statements of Earn
Consolidated Statements of Earnings (USD $) | |||
In Thousands, except Share data | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Condensed Consolidated Statements of Earnings | |||
Net sales | $2,049,668 | $2,306,371 | $2,102,049 |
Cost of sales | 1,006,530 | 1,118,083 | 1,043,654 |
Gross profit | 1,043,138 | 1,188,288 | 1,058,395 |
Selling, general and administrative expenses | 647,742 | 702,127 | 620,041 |
Income from operations | 395,396 | 486,161 | 438,354 |
Interest expense | 58,544 | 60,819 | 58,855 |
Loss on extinguishment of debt | 403 | 3,133 | 0 |
Other income/(expense) | 3,319 | 6,607 | (2,502) |
Earnings before income taxes | 339,768 | 428,816 | 376,997 |
Income taxes | 100,287 | 146,942 | 131,292 |
Net earnings | $239,481 | $281,874 | $245,705 |
Net earnings per share: | |||
Basic | 2.64 | 3.15 | 2.78 |
Diluted | 2.58 | 3.01 | 2.64 |
Weighted average common shares outstanding: | |||
Basic | 90,685,000 | 89,468,000 | 88,390,000 |
Diluted | 92,820,000 | 93,699,000 | 93,229,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders' Equity (USD $) | ||||||
In Thousands, except Share data | Common stock
| Additional paid-in capital
| Retained earnings
| Accumulated other comprehensive earnings
| Treasury stock
| Total
|
Beginning Balance, shares at Dec. 31, 2006 | 87,779,000 | |||||
Beginning Balance, shares at Dec. 31, 2006 | 87,779,000 | |||||
Beginning Balance at Dec. 31, 2006 | $900 | $735,001 | $713,814 | $68,666 | ($22,377) | |
Adjustment to adopt accounting guidance related to unrecognized tax benefits | 0 | 0 | (3,349) | 0 | 0 | |
Stock option exercises | 8 | 15,256 | 0 | 0 | 0 | |
Stock option exercises, shares | 791,000 | |||||
Treasury stock sold | 0 | 1,426 | 0 | 0 | 337 | |
Treasury stock sold, shares | 27,000 | |||||
Currency translation adjustments, net of tax | 0 | 0 | 0 | 42,326 | 0 | |
Stock based compensation | 0 | 20,716 | 0 | 0 | 0 | |
Restricted stock grants | 2 | (3,560) | 0 | 0 | 0 | |
Restricted stock grants, shares | 176,000 | |||||
Stock option tax benefit (shortfall) | 0 | 5,729 | 0 | 0 | 0 | |
Reduction in unrealized gain on derivative, net of tax | 0 | 0 | 0 | (2,260) | 0 | |
Dividends declared | 0 | 0 | (23,697) | 0 | 0 | |
Ending Balance, shares at Dec. 31, 2007 | 88,773,000 | |||||
Ending Balance at Dec. 31, 2007 | 910 | 774,568 | 932,473 | 108,732 | (22,040) | |
Ending Balance, shares at Dec. 31, 2007 | 88,773,000 | |||||
Stock option exercises | 5 | 11,032 | 0 | 0 | 0 | |
Stock option exercises, shares | 462,000 | |||||
Treasury stock sold | 0 | 1,555 | 0 | 0 | 339 | |
Treasury stock sold, shares | 34,000 | |||||
Currency translation adjustments, net of tax | 0 | 0 | 0 | (86,679) | 0 | |
Stock based compensation | 0 | 30,905 | 0 | 0 | 0 | |
Restricted stock grants | 4 | (7,967) | 0 | 0 | 0 | |
Restricted stock grants, shares | 452,000 | |||||
Stock option tax benefit (shortfall) | 0 | 5,643 | 0 | 0 | 0 | |
Reduction in unrealized gain on derivative, net of tax | 0 | 0 | 0 | (540) | 0 | |
Dividends declared | 0 | 0 | (26,880) | 0 | 0 | |
Ending Balance, shares at Dec. 31, 2008 | 89,721,000 | 89,721,000 | ||||
Ending Balance at Dec. 31, 2008 | 919 | 815,736 | 1,187,467 | 21,513 | (21,701) | 2,003,934 |
Ending Balance, shares at Dec. 31, 2008 | 89,721,000 | 89,721,000 | ||||
Stock option exercises | 4 | 10,502 | 0 | 0 | 0 | |
Stock option exercises, shares | 421,000 | |||||
Treasury stock sold | 0 | 1,312 | 0 | 0 | 381 | |
Treasury stock sold, shares | 38,000 | |||||
Currency translation adjustments, net of tax | 0 | 0 | 0 | 42,432 | 0 | |
Stock based compensation | 0 | 26,660 | 0 | 0 | 0 | |
Restricted stock grants | 1 | (3,648) | 0 | 0 | 0 | |
Restricted stock grants, shares | 87,000 | |||||
Stock option tax benefit (shortfall) | 0 | 2,032 | 0 | 0 | 0 | |
Dividends declared | 0 | 0 | (31,362) | 0 | 0 | |
Issuance of common stock | 23 | 121,427 | 0 | 0 | 0 | |
Issuance of common stock, shares | 2,300,000 | |||||
Conversion of senior subordinated convertible notes | 11 | 8,300 | 0 | 0 | 0 | |
Conversion of senior subordinated convertible notes, shares | 1,051,000 | |||||
Ending Balance, shares at Dec. 31, 2009 | 93,618,000 | 93,618,000 | ||||
Ending Balance at Dec. 31, 2009 | $958 | $982,321 | $1,395,586 | $63,945 | ($21,320) | $2,421,490 |
Ending Balance, shares at Dec. 31, 2009 | 93,618,000 | 93,618,000 |
1_Parenthetical Data to the Con
Parenthetical Data to the Condensed Consolidated Statements of Changes in Stockholders' Equity (USD $) | |||
In Thousands | 1/1/2009 - 12/31/2009
| 1/1/2008 - 12/31/2008
| 1/1/2007 - 12/31/2007
|
Condensed Consolidated Statements of Changes in Stockholders' Equity | |||
Currency translation adjustments, tax | $5,257 | $9,404 | $9,979 |
Reduction in unrealized gain on derivative, tax | $0 | ($291) | ($1,217) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (USD $) | |||
In Thousands | 12 Months Ended
Dec. 31, 2009 | 12 Months Ended
Dec. 31, 2008 | 12 Months Ended
Dec. 31, 2007 |
Cash flows from operating activities: | |||
Net earnings | $239,481 | $281,874 | $245,705 |
Adjustments to reconcile net earnings to cash flows from operating activities: | |||
Depreciation and amortization of property, plant and equipment | 34,163 | 33,900 | 31,805 |
Amortization of intangible assets | 69,285 | 66,941 | 59,386 |
Amortization of deferred financing costs | 2,573 | 2,267 | 1,989 |
Non-cash stock compensation | 27,476 | 30,905 | 20,688 |
Changes in operating assets and liabilities, net of acquired businesses: | |||
Accounts receivable | 26,978 | 14,609 | (21,243) |
Inventories | 31,081 | (8,728) | (489) |
Unbilled Receivables | 4,015 | (950) | (30,971) |
Accounts payable and accrued liabilities | (58,801) | 9,209 | 14,219 |
Income taxes payable | (6,225) | (2,675) | 21,508 |
Other, net | (2,527) | 7,086 | 1,210 |
Cash provided by operating activities | 367,499 | 434,438 | 343,807 |
Cash flows from investing activities: | |||
Acquisitions of businesses, net of cash acquired | 354,561 | 704,764 | 106,942 |
Capital expenditures | 25,885 | 30,047 | 30,107 |
Proceeds from sale of assets | 11,218 | 1,746 | 1,347 |
Other, net | (4,964) | (6,229) | (6,686) |
Cash used in investing activities | (374,192) | (739,294) | (142,388) |
Cash flows from financing activities: | |||
Proceeds from senior notes | 500,000 | 500,000 | 0 |
Proceeds from/(payments on) senior unsecured term loan | (350,000) | 350,000 | 0 |
Borrowings/(payments) under revolving line of credit, net | (139,000) | 313,000 | (206,900) |
Principal payments on convertible notes | (124,270) | 0 | 0 |
Repayment of borrowings under prior credit facility | 0 | (908,620) | 0 |
Principal borrowings/(payments) on term notes under prior credit facility | 0 | (49,125) | 234,500 |
Debt issuance costs | (4,708) | (10,226) | 0 |
Cash dividends to stockholders | (29,823) | (25,887) | (22,954) |
Treasury stock sales | 1,693 | 1,894 | 1,763 |
Stock award tax excess windfall benefit | 2,813 | 5,359 | 7,876 |
Proceeds from issuance of common stock, net of issue costs | 121,450 | 0 | 0 |
Proceeds from stock option exercises | 10,506 | 11,037 | 15,263 |
Other | 2,258 | (487) | 0 |
Cash provided by /(used in) financing activities | (13,597) | 187,919 | 29,548 |
Effect of exchange rate changes on cash | 9,929 | (13,762) | 8,323 |
Net increase/(decrease) in cash and cash equivalents | (10,361) | (130,699) | 239,290 |
Cash and cash equivalents, end of year | 178,069 | ||
Cash and cash equivalents, end of period | 167,708 | 178,069 | |
Cash paid for: | |||
Interest | 47,867 | 39,063 | 50,157 |
Income taxes, net of refunds received | 103,699 | 144,258 | 101,908 |
Noncash investing activities: | |||
Fair value of assets, including goodwill | 384,055 | 774,164 | 112,112 |
Liabilities assumed | (29,494) | (69,400) | (5,170) |
Cash paid, net of cash acquired | $354,561 | $704,764 | $106,942 |
Sheet1
(1) Summary of Accounting Policies | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Summary of Accounting Policies | (1) Summary of Accounting Policies Basis of Presentation These financial statements present consolidated information for Roper Industries, Inc. and its subsidiaries (Roper or the Company). All significant intercompany accounts and transactions have been eliminated. Nature of the Business Roperis a diversified growth company that designs, manufactures and distributes energy systems and controls, scientific and industrial imaging products and software, industrial technology products and radio frequency products and services. Roper markets these products and services to selected segments of a broad range of markets, including radio frequency applications, medical, water, energy, research, education, security and other niche markets. Accounts Receivable - Accounts receivable were stated net of an allowance for doubtful accounts and sales allowances of $11.2 million and $12.7 million at December31, 2009 and 2008, respectively. Outstanding accounts receivable balances are reviewed periodically, and allowances are provided at such time that management believes reasonable doubt exists that such balances will be collected within a reasonable period of time. The returns and other sales credit allowance is an estimate of customer returns, exchanges, discounts or other forms of anticipated concessions and is treated as a reduction in revenue. Cash and Cash Equivalents - Roper considers highly liquid financial instruments with remaining maturities at acquisition of three months or less to be cash equivalents. Roper had no cash equivalents at December 31, 2009 and December 31, 2008. Earnings per Share Basic earnings per share were calculated using net earnings and the weighted average number of shares of common stock outstanding during the respective year. Diluted earnings per share were calculated using net earnings and the weighted average number of shares of common stock and potential common stock outstanding during the respective year. Potentially dilutive common stock consisted of stock options and the premium over the conversion price on our senior subordinated convertible notes based upon the trading price of the Companys common stock. The effects of potential common stock were determined using the treasury stock method (in thousands). Years ended December 31, 2009 2008 2007 Basic shares outstanding 90,685 89,468 88,390 Effect of potential common stock Common stock awards 853 1,155 1,511 Senior subordinated convertible notes 1,282 3,076 3,328 Diluted shares outstanding 92,820 93,699 93,229 As of and for the years ended December 31, 2009, 2008 and 2007, there were 2,125,000, 190,000 and 29,000 outstanding stock options, respectively, that were not included in the determination of diluted earnings per share because doing so would have been antidilutive. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent |
2_
(2) Business Acquisitions | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Business Acquisitions | (2) Business Acquisitions 2009 Acquisitions During the year ended December 31, 2009, Roper completed two business combinations.The results of operations of the acquired companies have been included in Ropers consolidated results since the date of each acquisition.Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on Ropers consolidated results of operations individually or in aggregate. The aggregate purchase price of 2009 acquisitions totaled $353 million.We recorded approximately $246 million in goodwill and $126 million in other identifiable intangibles in connection with these acquisitions.The majority of the goodwill is not expected to be deductible for tax purposes.The Company recorded $1.9 million intransaction costsrelated to these acquisitions. On October 30, 2009, Roper purchased the assets of United Toll Systems, LLC, which provides software and in-lane hardware systems for toll and traffic markets. The operations of UTS are reported in the RF Technology segment. On December 3, 2009, Roper purchased Verathon, Inc., a leading global provider of proprietary medical devices and services.The results of Verathon are reported in the Scientific Industrial Imaging segment. Of the $126 million of acquired intangible assets, $27 million was assigned to trade names that are not subject to amortization. The remaining $99 million of acquired intangible assets have a weighted-average useful life of approximately 10 years. The intangible assets that make up that amount include customer relationships of $46 million (14 year weighted-average useful life), unpatented technology of $53 million (7 year weighted-average useful life) and protective rights of $0.5 million (3 year weighted-average useful life). 2008 Acquisitions - During the year ended December 31, 2008, Roper completed six business combinations.The results of operations of the acquired companies have been included in Ropers consolidated results since the date of each acquisition.Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on Ropers consolidated results of operations individually or in aggregate. CBORD Acquisition - The largest of the 2008 acquisitions was the purchase of all outstanding shares of CBORD Holdings Corporation on February 20, 2008. CBORD, whose operations are reported in the RF Technology segment, is a provider of card systems and integrated security solutions to higher education, healthcare and other markets. CBORDs principal facilities are located in Ithaca, New York. The aggregate gross purchase price was $375 million of cash, which includes amounts incurred for direct external transaction costs associated with the acquisition. Roper acquired CBORD due to growth prospects in CBORDs end markets of education and health care. In addition, CBORD has excellent customer retention and strong recurring revenues. We also see opportunities to realize complementary technologies within our RF Technology segment to CBORDs product offerings. The allocation of the purchase resulted in $158 million of identifiable intangible assets |
3_
(3) Inventories | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Inventories | (3) Inventories The components of inventories at December 31 were as follows (in thousands): 2009 2008 Raw materials and supplies $ 111,546 $ 120,604 Work in process 24,557 26,913 Finished products 71,729 68,510 Inventory reserves (29,037 ) (30,108 ) $ 178,795 $ 185,919 |
4_
(4) Property, Plant and Equipment | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Property, Plant and Equipment | (4) Property, Plant and Equipment The components of property, plant and equipment at December 31 were as follows (in thousands): 2009 2008 Land $ 5,068 $ 4,738 Buildings 68,912 61,884 Machinery, tooling and other equipment 231,768 225,632 305,748 292,254 Accumulated depreciation and amortization (196,255 ) (179,791 ) $ 109,493 $ 112,463 Depreciation expense was $34,163, $33,900 and $31,805 for the years ended December 31, 2009, 2008 and 2007, respectively. |
5_
(5) Goodwill | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Goodwill | (5) Goodwill Industrial Technology Energy Systems and Controls Scientific and Industrial Imaging RF Technology Total (in thousands) Balances at December 31, 2007 $ 442,143 $ 380,884 $ 411,190 $ 471,866 $ 1,706,083 Goodwill acquired - 15,795 - 460,771 476,566 Currency translation adjustments (18,482 ) (8,800 ) (10,838 ) (21,677 ) (59,797 ) Reclassifications and other - (6,223 ) 126 2,097 (4,000 ) Balances at December 31, 2008 $ 423,661 $ 381,656 $ 400,478 $ 913,057 $ 2,118,852 Goodwill acquired - - 215,747 30,220 245,967 Currency translation adjustments 7,412 4,894 7,561 8,326 28,193 Reclassifications and other - (3,343 ) - (1,237 ) (4,580 ) Balances at December 31, 2009 $ 431,073 $ 383,207 $ 623,786 $ 950,366 $ 2,388,432 Goodwill acquired during the year ended December 31, 2009 was attributable to the acquisitions of UTS and Verathon. The reclassifications and other are due primarilyto the release of unused purchase accounting restructuring reserves related to acquisitions completed prior to January 1, 2009. |
6_
(6) Other intangible assets, net | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Other intangible assets, net | (6) Other intangible assets, net Cost Accum. amort. Net book value (in thousands) Assets subject to amortization: Customer related intangibles $ 683,130 $ (137,794 ) $ 545,336 Unpatented technology 70,693 (22,232 ) 48,461 Software 58,053 (30,215 ) 27,838 Patents and other protective rights 38,195 (21,998 ) 16,197 Backlog 18,257 (17,024 ) 1,233 Trade secrets 5,116 (3,890 ) 1,226 Assets not subject to amortization: Trade names 163,729 - 163,729 Balances at December 31, 2008 $ 1,037,173 $ (233,153 ) $ 804,020 Assets subject to amortization: Customer related intangibles $ 752,913 $ (181,307 ) $ 571,605 Unpatented technology 101,578 (33,532 ) 68,046 Software 53,408 (30,739 ) 22,669 Patents and other protective rights 32,762 (20,187 ) 12,575 Backlog 1,920 (1,920 ) - Trade secrets 2,773 (1,224 ) 1,549 Assets not subject to amortization: Trade names 192,455 - 192,455 Balances at December 31, 2009 $ 1,137,809 $ (268,909 ) $ 868,900 Amortization expense of other intangible assets was $66,835, $64,017, and $55,653 during the years ended 2009, 2008 and 2007, respectively. Amortization expense is expected to be $74.2 million in 2010, $72.0 million in 2011, $68.8 million in 2012, $66.9 million in 2013 and $59.6 million in 2014. |
7_
(7) Accrued Liabilities | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Accrued Liabilities | (7) Accrued Liabilities Accrued liabilities at December 31 were as follows (in thousands): 2009 2008 Wages and other compensation $ 70,164 $ 63,878 Commissions 9,522 13,419 Warranty 7,341 9,885 Accrued dividend 8,894 7,403 Deferred revenue 78,077 73,308 Billings in excess of cost 9,955 18,398 Customer deposits 8,378 13,825 Interest 26,452 18,649 Other 34,658 42,917 $ 253,441 $ 261,682 |
8_
(8) Income Taxes | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Income Taxes | (8) Income Taxes Earnings before income taxes for the years ended December 31, 2009, 2008 and 2007 consisted of the following components (in thousands): 2009 2008 2007 United States $ 210,559 $ 260,247 $ 247,181 Other 129,209 168,569 129,816 $ 339,768 $ 428,816 $ 376,997 Components of income tax expense for the years ended December 31, 2009, 2008 and 2007 were as follows (in thousands): 2009 2008 2007 Current: Federal $ 54,636 $ 77,920 $ 82,923 State 6,990 12,309 6,940 Foreign 23,720 40,739 39,062 Deferred: Federal 14,880 17,028 2,011 Foreign 61 (1,054 ) 356 $ 100,287 $ 146,942 $ 131,292 Reconciliations between the statutory federal income tax rate and the effective income tax rate for the years ended December 31, 2009, 2008 and 2007 were as follows: 2009 2008 2007 Federal statutory rate 35.00 % 35.00 % 35.00 % Foreign rate differential (3.94 ) (2.59 ) (1.69 ) RD tax credits (0.62 ) (0.42 ) (0.45 ) State taxes, net of federal benefit 1.82 2.06 1.97 Other, net (2.74 ) 0.23 - 29.52 % 34.28 % 34.83 % The deferred income tax balance sheet accounts arise from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. Components of the deferred tax assets and liabilities at December 31 were as follows (in thousands): 2009 2008 Deferred tax assets: Reserves and accrued expenses $ 49,806 $ 42,408 Inventories 5,854 6,914 Net operating loss carryforwards 4,008 3,983 Foreign tax credits - 1,244 RD credits 761 757 Plant and equipment - 2,134 Total deferred tax assets $ 60,429 $ 57,440 Deferred tax liabilities: Reserves and accrued expenses $ 38,885 $ 38,839 Amortizable intangible assets 289,326 233,130 Plant and equipment 1,545 - Other 214 213 Total deferred tax liabilities $ 329,970 $ 272,182 At December 31, 2009, Roper had approximately $13.8 million of U.S. federal net operating loss carryforwards. If not utilized, these carryforwards will expire in years 2023 through 2028. Additionally, Roper had foreign tax credit carryforwards and research and development credit carryforwards. Roper has not recognized a valuation allowance since management has determined that it is more likely than not that the results of future operations will generate sufficient taxable income to realize these deferred tax assets. The Company |
9_
(9) Long-Term Debt | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Long-Term Debt | (9) Long-Term Debt In September 2009, the Company completed a public offering of $500 million aggregate principal amount of 6.25% senior unsecured notes due September 2019.Net proceeds of $496 million were used to pay off the $350 million term loan due July 2010 and the outstanding revolver balance under its credit facility. We recorded a $0.4 million non-cash debt extinguishment charge related to the early repayment of the term loan portion of the facility. The notes bear interest at a fixed rate of 6.25% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2010. Roper may redeem some of all of these notes at any time or from time to time, at 100% of their principal amount, plus a make-whole premium based on a spread to U.S. Treasury securities. The notes are unsecured senior obligations of the Company and rank equally in right of payment with all of Ropers existing and future unsecured and unsubordinated indebtedness.The notes are effectively subordinated to any of its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.The notes are not guaranteed by any of Ropers subsidiaries and are effectively subordinated to all existing and future indebtedness and other liabilities of Ropers subsidiaries. On July 7, 2008, the Company entered into a new unsecured credit facility with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders, which replaced its $1.355 billion amended and restated secured credit facility, dated as of December 13, 2004. The new facility was originally composed of a $350.0 million term loan facility maturing July 7, 2010 and a five year $750.0 million revolving credit facility maturing July 7, 2013; however, the $350 million term loan was repaid in September 2009.The Company may also, subject to compliance with specified conditions, request additional term loans or revolving credit commitments in an aggregate amount not to exceed $350.0 million. On August 6, 2008, Roper issued $500 millionaggregate principal amount of 6.625% senior notes due August 15, 2013.The notes bear interest at a fixed rate of 6.625% per year, payable semi-annually in arrears on February15 and August15 of each year, beginning February15, 2009. The interest payable on the notes is subject to adjustment if either Moodys Investors Service or Standard Poors Ratings Services downgrades the rating assigned to the notes. Roper may redeem some or all of the notes at any time or from time to time, at 100% of their principal amount plus a make-whole premium based on a spread to U.S. Treasury securities as described in the indenture relating to the notes. The notes are unsecured senior obligations of the Company and rank equally in right of payment with all of the Companys existing and future unsecured and unsubordinated indebtedness. The notes are effectively subordinated to any of the Companys existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The notes are not guaranteed by any of the Companys subsidiaries and are effectively subordin |
10_
(10) Retirement and Other Benefit Plans | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Retirement and Other Benefit Plans | (10) Retirement and Other Benefit Plans Roper maintains nine defined contribution retirement plans under the provisions of Section 401(k) of the Internal Revenue Code covering substantially all U.S. employees not subject to collective bargaining agreements. Roper partially matches employee contributions. Costs related to these plans were $10.5 million, $12.9 million and $10.3 million for 2009, 2008 and 2007, respectively. Roper also maintains various defined benefit retirement plans covering employees of non-U.S. and certain U.S. subsidiaries and a plan that supplements certain employees for the contribution ceiling applicable to the Section 401(k) plans. The costs and accumulated benefit obligations associated with each of these plans were not material. |
11_
(11) Stock-Based Compensation | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Stock-Based Compensation | (11) Stock-Based Compensation The Roper Industries, Inc. Amended and Restated 2006 Incentive Plan (2006 Plan) is a stock-based compensation plan used to grant incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights or equivalent instruments to the Companys employees, officers, directors and consultants. The 2006 Plan replaced the Amended and Restated 2000 Incentive Plan (2000 Plan), and no additional grants will be made from the 2000 Plan or the Non-employee Director Plan. The number of shares reserved for issuance under the 2006 plan is 8,000,000, plus the 17,000 remaining shares that were available to grant under the 2000 Plan at June 28, 2006, plus any shares underlying outstanding awards under the 2000 plan that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason subsequent to June 28, 2006. At December 31, 2009, 4,571,000 shares were available to grant. In the Roper Industries, Inc., Employee Stock Purchase Plan (ESPP), all employees in the U.S. and Canada are eligible to designate up to 10% of eligible earnings to purchase Ropers common stock at a discount to the average closing price of its common stock at the beginning and end of a quarterly offering period. Effective January 1, 2008, the ESPP was modified to change the discount from 10% to 5%. The common stock sold to the employees may be either treasury stock, stock purchased on the open market, or newly issued shares. The Company recognized stock based compensation expense of $27.5 million, $30.9 million and $20.7 million for the years ended December 31, 2009, 2008 and 2007, respectively. The total tax effect recognized in net income related to stock based compensation during 2009, 2008 and 2007 was $9.6 million, $10.8 million and $7.2 million, respectively. The tax benefit from option exercises and restricted stock vesting under all plans totaled approximately $2.0 million, $5.6 million and $5.7 million in 2009, 2008 and 2007, respectively. Stock Options Stock options are typically granted at prices not less than 100% of market value of the underlying stock at the date of grant. Stock options typically vest over a period of up to three to five years from the grant date and generally expire seven to ten years after the grant date. The Company recorded $9.1 million, $8.2 million, and $5.1 million of compensation expense relating to outstanding options during 2009, 2008 and 2007, respectively, as a component of corporate and certain segment general and administrative expenses. The Company estimates the fair value of its option awards using the Black-Scholes option valuation model that uses the assumptions noted in the following table. The stock volatility for each grant is measured using the weighted average of historical daily price changes of the Companys common stock over the most recent period equal to the expected life of the grant. The expected term of options granted is derived from historical data to estimate option exercises and employee terminations, and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within t |
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(12) Common Stock Transactions | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Common Stock Transactions | (12) Common Stock Transactions On December29, 2009, the Company completed a public offering of 2,300,000 shares of common stock for proceeds of approximately $121.4 million, net of $0.8 million of costs associated with the offering. |
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(13) Contingencies | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Contingencies | (13) Contingencies Roper, in the ordinary course of business, is the subject of, or a party to, various pending or threatened legal actions, including those pertaining to product liability and employment practices. It is vigorously contesting all lawsuits that, in general, are based upon claims of the kind that have been customary over the past several years. After analyzing the Companys contingent liabilities on a gross basis and, based upon past experience with resolution of its product liability and employment practices claims and the limits of the primary, excess, and umbrella liability insurance coverages that are available with respect to pending claims, management believes that adequate provision has been made to cover any potential liability not covered by insurance, and that the ultimate liability, if any, arising from these actions should not have a material adverse effect on the consolidated financial position, results of operations or cash flows of Roper. Over recent years there has been a significant increase in certain U.S. states in asbestos-related litigation claims against numerous industrial companies. Roper or its subsidiaries have been named defendants in some such cases. No significant resources have been required by Roper to respond to these cases and Roper believes it has valid defenses to such claims and, if required, intends to defend them vigorously. Given the state of these claims it is not possible to determine the potential liability, if any. Ropers rent expense was approximately $27.0 million, $24.8 million and $25.4 million for 2009, 2008 and 2007, respectively. Ropers future minimum property lease commitments totaled $96.9 million at December 31, 2009. These commitments included $24.9 million in 2010, $17.9 million in 2011, $14.6 million in 2012, $11.4 million in 2013, $8.7 million in 2014 and $19.4 million thereafter. A summary of the Companys warranty accrual activity for the year ended December 31, 2009 is presented below (in thousands): Balance at beginning of year Additions charged to costs and expenses Deductions Other Balance at end of year $ 9,885 4,416 (7,659) 699 $ 7,341 Other included warranty balances at acquired businesses at the dates of acquisition, the effects of foreign currency translation adjustments, reclassifications and other. At December 31, 2009 the Company had outstanding surety bonds of $285 million. |
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(14) Segment and Geographic Area Information | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Segment and Geographic Area Information | (14) Segment and Geographic Area Information Ropers operations are reported in four market-focused segments around common customers, markets, sales channels, technologies and common cost opportunities. The segments are: Industrial Technology, Energy Systems and Controls, Scientific and Industrial Imaging, and RF Technology. Products included within the Industrial Technology segment are industrial pumps, flow measurement and metering equipment, and industrial valves and controls, and equipment and consumables for materials analysis and industrial leak testing. The Energy Systems and Controls segments products include control systems, equipment and consumables for fluid properties testing, vibration and other non-destructive inspection and measurement products and services. The Scientific and Industrial Imaging segment offers high performance digital imaging products and software, medical products and software and handheld and vehicle mounted computers and software. The RF Technology segment includes products and systems related to comprehensive toll and traffic systems and processing, security and access control, campus card systems, freight matching, mobile asset tracking and water sub-metering and remote temperature monitoring applications. Ropers management structure and internal reporting are also aligned consistent with these four segments. There were no material transactions between Ropers business segments during 2009, 2008 and 2007. Sales between geographic areas are primarily of finished products and are accounted for at prices intended to represent third-party prices. Operating profit by business segment and by geographic area is defined as sales less operating costs and expenses. These costs and expenses do not include unallocated corporate administrative expenses. Items below income from operations on Ropers statement of earnings are not allocated to business segments. Identifiable assets are those assets used primarily in the operations of each business segment or geographic area. Corporate assets were principally comprised of cash, recoverable insurance claims, deferred compensation assets, unamortized deferred financing costs and property and equipment. Selected financial information by business segment for 2009, 2008 and 2007 follows (in thousands): Industrial Technology EnergySystems and Controls Scientific and Industrial Imaging RF Technology Corporate Total 2009 Net sales $ 536,219 $ 440,919 $ 354,776 $ 717,754 $ - $ 2,049,668 Operating profit 123,959 92,788 74,183 154,430 (49,964 ) 395,396 Total assets: Operating assets 165,651 166,461 172,805 238,249 13,894 757,060 Intangible assets, net 635,147 532,022 787,884 1,302,279 - 3,257,332 Other (51 ) 8,016 7,219 (27,825 ) (33,281 ) (45,922 ) Total 3,968 |
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(15) Concentration of Risk | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Concentration of Risk | (15) Concentration of Risk Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents and trade receivables. The Company maintains cash and cash equivalents with various major financial institutions. Cash equivalents include investments in commercial paper of companies with high credit ratings, investments in money market securities and securities backed by the U.S. Government. At times such amounts may exceed the F.D.I.C. limits. The Company limits the amount of credit exposure with any one financial institution and believes that no significant concentration of credit risk exists with respect to cash investments. Trade receivables subject the company to the potential for credit risk with customers. To reduce credit risk, the Company performs ongoing evaluations of its customers financial condition. |
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(16) Subsequent Events | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Subsequent Events | (16) Subsequent Events The Company has evaluated subsequent events for the period from December 31, 2009, the date of these financial statements, through February 26, 2010, which represents the date these financial statements are being filed with the SEC. There were no events or transactions occurring during this subsequent event reporting period that require recognition or disclosure in the financial statements. |
(17) Quarterly Financial Data
(17) Quarterly Financial Data (unaudited) | |
12 Months Ended
Dec. 31, 2009 | |
Notes to Financial Statements [Abstract] | |
Quarterly Financial Data (unaudited) | First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share data) 2009 Net sales $ 505,444 $ 504,910 $ 485,676 $ 553,638 Gross profit 251,136 255,070 245,520 291,412 Income from operations 86,792 95,964 91,872 120,768 Net earnings 51,559 59,588 56,410 71,924 Earnings from continuing operations per common share: Basic 0.57 0.66 0.62 0.79 Diluted 0.56 0.64 0.61 0.77 2008 Net sales $ 542,995 $ 594,414 $ 593,100 $ 575,862 Gross profit 276,390 305,330 308,760 297,808 Income from operations 108,266 126,541 132,299 119,055 Net earnings 62,451 74,523 74,029 70,871 Earnings from continuing operations after change in accounting principle per common share: Basic 0.70 0.83 0.83 0.79 Diluted 0.67 0.79 0.79 0.77 The sum of the four quarters may not agree with the total for the year due to rounding. |
Document Information
Document Information | |
12 Months Ended
Dec. 31, 2009 | |
Document Information [Text Block] | |
Document Type | 10-K |
Document Period End Date | 2009-12-31 |
Amendment Flag | false |
Entity Information
Entity Information (USD $) | |
12 Months Ended
Dec. 31, 2009 | |
Entity [Text Block] | |
Entity Registrant Name | ROPER INDUSTRIES INC |
Entity Central Index Key | 0000882835 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Public Float | $4,244,822,630 |
Entity Common Stock, Shares Outstanding | 93,684,013 |