UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| |
[X]
Annual Report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 for the fiscal year ended December
31, 2003. |
| |
[ ]
Transition report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 for the transition period from to . |
Commission file number
1-12273
A. Full
title of the plan and the address of the plan, if different from that of
the issuer named below
Roper Industries, Inc. Employees’ Retirement
Savings 003 Plan.
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Roper Industries, Inc., 2160 Satellite Blvd., Duluth, GA 30097.
Roper Industries, Inc.
Employees’
Retirement Savings 003 Plan
Financial Statements
Years Ended December
31, 2003 and 2002
Roper Industries, Inc.
Employees’ Retirement
Savings 003 Plan
Contents
|
|
| Report of Independent Registered Public Accounting Firm |
2 |
| Financial Statements |
|
| Statements of net assets available for benefits |
3 |
| Statements of changes in net assets available for benefits |
4 |
| Notes to financial statements |
5-8 |
| Supplemental Schedule |
|
| Schedule of assets (held at end of year) |
10 |
Report of Independent
Registered Public Accounting Firm
Plan Administrator and
Trustee
Roper Industries Inc.
Employees’ Retirement Savings 003 Plan
Duluth, Georgia
We have audited the accompanying
statements of net assets available for benefits of Roper Industries Inc. Employees’
Retirement Savings 003 Plan (Plan) as of December 31, 2003 and 2002, and the
related statements of changes in net assets available for benefits for the year ended
December 31, 2003. These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial
statements referred to above present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in
net assets available for benefits for the year ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America.
Our audits were performed for the
purpose of forming an opinion on the basic financial statements taken as a whole. The
supplemental schedule of assets (held at end of year) is presented for the purpose of
additional analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor’s Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedule is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
BDO Seidman, LLP
Atlanta,
Georgia
October 12, 2004
Roper Industries, Inc.
Employees’ Retirement
Savings 003 Plan
Statements of Net Assets Available for Benefits
(amounts in thousands)
|
December 31,
|
|
2003
|
2002
|
| Assets |
|
|
| |
|
| |
|
| Cash and cash equivalents | | |
$ | 98 |
|
$ | 80 |
|
| Investments, at fair market value (Notes 2 and 3) | | |
| Mutual funds | | |
| 37,210 |
|
| 25,464 |
|
| Common collective trusts | | |
| 24,793 |
|
| 20,348 |
|
| Roper Industries, Inc. common stock | | |
| 7,917 |
|
| 6,735 |
|
| Participant loans | | |
| 1,373 |
|
| 1,112 |
|
|
|
|
| Total investments | | |
| 71,391 |
|
| 53,739 |
|
| Receivables | | |
| Participant contributions | | |
| 356 |
|
| 386 |
|
| Employer contributions | | |
| 344 |
|
| 397 |
|
|
|
|
| Total receivables | | |
| 700 |
|
| 783 |
|
| Net assets available for benefits | | |
$ | 72,091 |
|
$ | 54,522 |
|
|
|
|
See accompanying
independent auditors’ report and notes to financial statements.
Roper Industries, Inc.
Employees’ Retirement Savings 003 Plan
Statements of Changes
in Net Assets Available for Benefits
(amounts in thousands)
|
December 31,
|
|
2003
|
2002
|
| Additions |
|
|
| |
|
| |
|
| Contributions: | | |
| Participant contributions | | |
$ | 4,514 |
|
$ | 3,828 |
|
| Employer contributions | | |
| 4,254 |
|
| 3,716 |
|
| Rollover contributions | | |
| 1,869 |
|
| 72 |
|
|
|
|
| Total contributions | | |
| 10,637 |
|
| 7,616 |
|
| Investment income (loss): | | |
| Net appreciation (depreciation) in fair market value of: | | |
| Mutual funds | | |
| 5,957 |
|
| (7,701 |
) |
| Common collective trusts | | |
| 864 |
|
| (646 |
) |
| Roper Industries, Inc. common stock | | |
| 2,251 |
|
| (2,097 |
) |
| Investment income from: | | |
| Mutual funds | | |
| 479 |
|
| 464 |
|
| Common collective trusts | | |
| 834 |
|
| 857 |
|
| Roper Industries, Inc. common stock | | |
| 62 |
|
| 59 |
|
| Participant loans | | |
| 74 |
|
| 77 |
|
|
|
|
| Total investment income (loss) | | |
| 10,520 |
|
| (8,987 |
) |
|
|
|
| Total additions | | |
| 21,157 |
|
| (1,371 |
) |
| Deductions | | |
| Benefits paid to participants | | |
| 5,114 |
|
| 5,573 |
|
| Administrative expenses | | |
| 6 |
|
| 6 |
|
|
|
|
| Total deductions | | |
| 5,120 |
|
| 5,579 |
|
|
|
|
| Net increase (decrease) in net assets | | |
| 16,037 |
|
| (6,949 |
) |
| Transfers in from qualified plan (see Note 1) | | |
| 1,533 |
|
| -- |
|
| Net assets available for benefits, beginning of the year | | |
| 54,521 |
|
| 61,471 |
|
|
|
|
| Net assets available for benefits, end of the year | | |
$ | 72,091 |
|
$ | 54,522 |
|
|
|
|
See accompanying
independent auditors’ report and notes to financial statements.
Roper Industries, Inc.
Employees’ Retirement
Savings 003 Plan
Notes to Financial
Statements
| 1. |
Description
of the Plan The following description of the Roper Industries,
Inc. Employees’ Retirement Savings 003 Plan (the “Plan”)
provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan’s
provisions. |
| |
a. |
General — The
Plan is a defined contribution plan covering all employees of Roper
Industries, Inc. (the “Company”), who are age eighteen or
older and have completed six months of service, as defined in the
Plan. Certain participants who become employees of the Company as a
result from mergers or acquisitions are given credit for their prior
service for purposes of determining eligibility and vesting. It is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 (“ERISA”), as amended. Effective January 2002,
the Plan was amended to incorporate certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). |
| |
During
2003, the plan transferred assets from the Roper Industries, Inc. Employees’Retirement
Savings 004 Plan into this Plan. The transferred amounts were based upon what division
under Roper Industries, Inc. the employee worked for. |
| |
b. |
Contributions — Each
year, participants may contribute up to 40 percent of their eligible
compensation in the form of (i) before-tax contributions (30%
maximum), (ii) after-tax contributions or (iii) a combination of
before-tax and after-tax contributions. Participants may also contribute
amounts representing distributions from other qualified defined
benefit or defined contribution plans. Participants direct the
investment of their contributions into various investment options
offered by the Plan. The Plan currently offers two common collective
trusts, thirteen mutual funds, and Roper Industries, Inc. common
stock as investment options for participants. The Company contributes
100 percent of the first 3 percent of base compensation that a
participant contributes to the Plan, and 50 percent of the next 3 percent of
base compensation that a participant contributes to the Plan. In no
case does the total Company matching contribution exceed 6 percent of
a participant’s compensation. In addition, the Company makes
profit-sharing contributions equal to 3 percent of each participant’s
compensation. Contributions are subject to certain limitations. |
| |
c. |
Participant
Accounts — Each participant’s account is credited with
the participant’s contributions, an allocation of the Company’s
matching and profit sharing contributions, Plan earnings, and is
charged with an allocation of administrative expenses. Allocations
are based on the participant’s account balance, as defined. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant’s vested account. |
| |
d. |
Vesting — Participants
are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company’s contribution portion of their
accounts is based on years of continuous service. Participants vest
over a five year period beginning with 20 percent after one year of
service and 20 percent each year thereafter, and are 100 percent
vested after five years. |
| |
e. |
Participant
Loans - Participants may borrow from their accounts a
minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50 percent
of their vested account balance. The loans are secured by the balance
in the participant’s account and bear interest at rates that
range from 5.0 percent to 10.5 percent, which are commensurate with
local prevailing rates as determined by the Plan administrator.
Principal and interest is paid ratably through payroll deductions. |
| |
f. |
Payment
of Benefits — On termination of service due to death,
disability, retirement or separation from service, subsequent to July
1, 2002, a participant will generally receive their benefits as a
lump-sum amount equal to the value of the participant’s vested
interest in his or her account. Participants can elect to receive
shares of the Company’s common stock if their total balance
exceeds $5,000. For distributions prior to July 1, 2002, participants
age 55 or older could have elected to receive their benefits in
installments. Withdrawals from the Plan may also be made upon
circumstances of financial hardship, in accordance with provisions
specified in the Plan. |
| |
g. |
Forfeitures — Forfeitures
by non-vested participants are used to reduce future Company
contributions. Forfeitures used amounted to approximately $142,652
and $97,700 for the years ended December 31, 2003, and 2002,
respectively. |
| |
h. |
Administrative
Expenses - The majority of the administrative expenses
of the Plan are paid by the Company. |
| 2. |
Summary
of Significant Accounting Policies |
| |
Basis
of Accounting —The financial statements of the Plan are prepared under the
accrual method of accounting. |
| |
Management
Estimates — The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reported period. Actual results
could differ from those estimates. |
| |
Investment
Valuation —The Plan’s investments are stated at fair market value based
upon quoted market prices. Shares of mutual funds and common collective trusts are valued
at the net asset value of shares held by the Plan at year end. Participant loans are
valued at cost, which approximates fair value. |
| |
The
Plan’s investment in the Scudder Stable Value Fund is stated at contract value in
accordance with Statement of Position 94-4, “Reporting for Investment Contracts Held
by Health and Welfare Benefit Plans and Defined Contribution Pension Plans.” |
| |
Payment
of Benefits —Benefits are recorded when paid. |
| 3. |
Investments
—The fair market value of individual investments that represent at
least 5 percent or more of the Plan’s net assets available are as follows
(amounts in thousands): |
|
2003
|
2002
|
| Scudder Stable Value Fund |
|
|
$ | 20,361 |
|
$ | 17,956 |
|
| Scudder Large Company Growth Fund | | |
| 10,193 |
|
| 7,622 |
|
| Roper Industries, Inc. common stock | | |
| 7,917 |
|
| 6,735 |
|
| MFS Total Return Fund | | |
| 6,491 |
|
| 5,275 |
|
| PIMCO Total Return Fund | | |
| 4,600 |
|
| 3,983 |
|
| MFS Mid-Cap Growth Fund | | |
| 4,516 |
|
| * |
|
| Scudder Stock Index Fund | | |
| 4,432 |
|
| * |
|
| 4. |
Related
Party Transactions Certain Plan investments are shares of mutual funds or
common collective trusts managed by Scudder Trust Company. Scudder Trust
Company is the trustee as defined by the Plan, and therefore, these
transactions qualify as party-in-interest. |
| |
The
Plan offers Roper Industries, Inc. common stock as an investment option for participants.
Roper Industries, Inc. is the Plan sponsor as defined by the Plan, and therefore, these
transactions qualify as party-in-interest. |
| 5. |
Plan
Termination Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants would become 100 percent vested in their employer
contributions. |
| 6. |
Income
Tax Status The Internal Revenue Service has determined and informed the
Company by a letter dated June 19, 2001, that the Plan and related trust are
designed in accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan’s tax counsel believe that
the Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. |
SUPPLEMENTAL SCHEDULE
Roper Industries, Inc.
Employees’ Retirement Savings 003 Plan
Schedule of Assets
(Held at End of Year)
December 31, 2003
(dollar amounts in
thousands)
------- ---------------------------------------------- ------------------------------ --------- ---------------
(a)
|
(b)
Identity of Issuer
|
(c)
Description of Investment
|
(d)
Cost
|
(e)
Current Value
|
| * |
|
|
Scudder Trust Company |
|
|
Interest Bearing Cash |
|
|
a |
|
|
$ | 98 |
|
| | |
Mutual Funds: | | |
| | |
MFS Total Return Fund | | |
429,895 shares | | |
a | | |
| 6,491 |
|
| * | | |
Scudder Growth and Income Fund | | |
116,395 shares | | |
a | | |
| 2,344 |
|
| * | | |
Scudder International Fund | | |
30,406 shares | | |
a | | |
| 1,168 |
|
| * | | |
Scudder Large Company Growth Fund | | |
452,843 shares | | |
a | | |
| 10,193 |
|
| | |
American Century Equity Income Fund | | |
201,050 shares | | |
a | | |
| 1,564 |
|
| | |
Janus Worldwide Fund | | |
66,099 shares | | |
a | | |
| 2,614 |
|
| | |
MFS Mid-Cap Growth Fund | | |
578,191 shares | | |
a | | |
| 4,516 |
|
| | |
PIMCO Total Return Fund | | |
429,531 shares | | |
a | | |
| 4,600 |
|
| | |
RS Diversified Growth Fund | | |
98,367 shares | | |
a | | |
| 2,199 |
|
| * | | |
Scudder Dreman High Return Equity Fund | | |
39,801 shares | | |
a | | |
| 1,520 |
|
|
|
|
|
|
| | |
Total Mutual Funds | | |
| | |
| | |
| 37,209 |
|
|
|
|
|
|
| | |
Common Collective Trusts: | | |
| * | | |
Scudder Stable Value Fund | | |
20,361,395 shares | | |
a | | |
| 20,361 |
|
| * | | |
Scudder Stock Index Fund | | |
135,784 shares | | |
a | | |
| 4,432 |
|
|
|
|
|
|
| | |
Total Common Collective Trusts | | |
| | |
| | |
| 24,793 |
|
|
|
|
|
|
| * | | |
Roper Industries, Inc. | | |
160,726 shares of Company | | |
a | | |
| |
|
| | |
| | |
common stock | | |
| | |
| 7,917 |
|
| | |
Participant loans | | |
209 loans with interest | | |
| | |
| | |
| | |
rates ranging from 5.0% to | | |
| | |
| | |
| | |
10.5 | | |
-- | | |
| 1,373 |
|
|
|
|
|
|
| | |
Total Investments: | | |
| | |
| | |
$ | 71,391 |
|
|
|
|
|
|
| |
a The
cost of participant directed investments is not required to be disclosed. |
|
|
|
|
Roper Industries, Inc. Employees’ Retirement Savings 003 Plan |
|
|
|
|
|
(Name of Plan) |
|
|
|
|
|
|
|
|
By: Roper Industries, Inc., Plan Administrator |
|
|
|
|
|
By: /s/ Paul J. Soni |
|
|
|
|
|
(Signature) |
|
|
|
|
|
Paul J. Soni April 25, 2005 |
|
|
Director of Accounting |
|
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit |
| 23.1 |
Consent of Independent Accountants |
| 32.1 |
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 |