UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] Annual Report pursuant to Section 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2001.
or
[_] 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., 160
Ben Burton Rd., Bogart, GA 30622.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Roper Industries, Inc.:
We have audited the accompanying statements of net assets available for benefits
of Roper Industries, Inc. Employees' Retirement Savings 003 Plan as of December
31, 2001 and 2000 and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements and the
schedules referred to below 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 auditing standards generally accepted
in the 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, 2001 and 2000 and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
(held at end of year) and nonexempt transactions are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of Labor
Rules and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The schedules are the responsibility of the Plan's
management. The schedules have been subjected to the auditing procedures applied
in the 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.
Arthur Andersen LLP
April 25, 2002
Atlanta, Georgia
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Statement of Net Assets Available for Benefits
December 31, 2001 and 2000
(In thousands)
2001 2000
------- -------
Investments, at fair value, based upon quoted market prices $43,384 $46,491
------- -------
Investments, at contract value, as determined by the Trustee 17,306 14,819
------- -------
Cash 96 27
------- -------
Contributions receivable:
Participant withholdings 332 330
Employer matching 353 338
------- -------
685 668
------- -------
Net assets available for benefits $61,471 $62,005
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The accompanying notes are an integral part of these statements.
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Statements of Changes in Net Assets Available for Benefits
For the years ended December 31, 2001 and 2000
(In thousands)
2001 2000
------------- --------------
Additions:
Investment income (loss):
Net depreciation in fair value of investments $ (4,628) $ (8,133)
Dividends 1,288 2,675
Interest 80 73
------------- --------------
Total net investment loss (3,260) (5,385)
------------- --------------
Contributions:
Participant rollovers 118 137
Participant withholdings 3,188 3,249
Employer matching 3,248 2,996
------------- --------------
Total contributions 6,554 6,382
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Total additions 3,294 997
------------- --------------
Deductions:
Benefits paid to participants 3,820 5,248
Other 8 21
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Total deductions 3,828 5,269
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Net decrease in net assets available for benefits (534) (4,272)
Net assets available for benefits, beginning of year 62,005 66,277
------------- --------------
Net assets available for benefits, end of year $ 61,471 $ 62,005
============= ==============
The accompanying notes are an integral part of these statements.
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Notes to Financial Statements and Schedules
December 31, 2001 and 2000
1. Plan Description
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 document for a more complete
description of the Plan's provisions.
General
-------
The Plan is sponsored by Roper Industries, Inc. ("Roper" or
"Employer"). It is a defined contribution retirement savings plan
subject to certain provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"), as amended. Scudder Trust Company and
Scudder Kemper Retirement Services ("Scudder") serve as trustee and
record keeper, respectively.
Eligibility
-----------
Employees of certain of Roper's subsidiaries become eligible to
participate in the Plan after six months of continuous service provided
the employee has attained 18 years of age. New employees of Roper
resulting from certain mergers and acquisitions are credited for
service with the prior company for eligibility and vesting purposes.
Participant Contributions
-------------------------
Participants may make contributions in 1% increments of their eligible
compensation, as defined by the Plan, within the range of 1% to 40%,
for each payroll period 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. Total participant contributions
during the Plan's fiscal year may not exceed the ceiling established by
the Internal Revenue Service ($11,000 for 2001 and $10,500 for 2000). A
participant may withdraw all or part of after-tax contributions after
filing a written application. Participants may change their rate of
contributions up to four times per year.
Employer Contributions
----------------------
Roper contributes an amount equal to 3% of each participant's eligible
compensation, matches 100% of the first 3% of a participant's
compensation contributed to the Plan and matches 50% of the second 3%
of a participant's compensation contributed to the Plan. Employer
contributions are also limited by guidelines established by the
Internal Revenue Service. Employer contributions can only be based on
the first $200,000 and $170,000 of participant compensation in 2001 and
2000, respectively.
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Notes to Financial Statements and Schedules
December 31, 2001 and 2000
Participant Accounts
--------------------
The Plan's trust consists of contributions by the participants and
Roper and net earnings (losses) from investments. Investment
appreciation or depreciation and investment earnings (losses) are
credited to or deducted from participant accounts based on the ratio of
each participant's account to the aggregate of all participant accounts
within each fund on a daily basis.
Investment Options
------------------
Each participant may elect to have contributions invested in any of the
investment funds offered by the Plan. At December 31,2001, the
investment choices consisted of Roper common stock, Scudder Balanced
Fund, Scudder Growth and Income Fund, Scudder International Fund,
Scudder Large Company Growth Fund, Scudder Stable Value Fund, Scudder
Stock Index Fund, INVESCO Dynamics Fund, Janus Worldwide Fund, Managers
Special Equity Fund and PIMCO Total Return Fund. A participant can
change investment choices at any time by calling the recordkeeper
directly.
Benefit Payments
----------------
Upon separation of service, as defined by the Plan, participants may
generally elect to receive their vested account balances in either a
lump-sum payment or several forms of periodic installments. If vested
account balances are less than $5,000, participants will automatically
receive a lump-sum distribution.
Vesting
-------
Participants are immediately vested in their contributions plus
investment performance thereon. Employer contributions become vested to
participants 20% after the first year of participation and an
additional 20% after each additional year of participation, up to 100%.
Termination
-----------
Roper may terminate, or partially terminate, the Plan or discontinue
employer contributions to the Plan at any time, in which case all
employer contributions and allocated earnings to each participant's
account would become fully vested and nonforfeitable.
Forfeitures
-----------
All forfeitures by participants, as defined by the Plan, are retained
in the Plan and are used to pay Plan expenses and reduce Employer
contributions. The Plan applied forfeited nonvested amounts of $115,000
and $140,000 against Employer contributions during the years ended
December 31, 2001 and 2000, respectively.
6
ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Notes to Financial Statements and Schedules
December 31, 2001 and 2000
Participant Loans
-----------------
Participants may borrow up to the lesser of 50% of their vested account
balance, 100% of the participant-contributed portion of their total
account balance or $50,000. Generally, loans must be repaid within five
years. The interest rate on such loans is 1 1/2 percentage points
higher than the prime interest rate at the inception of the loan. A
participant may have only one loan outstanding at any time. There is
generally a 30-day waiting period between loans.
2. Summary of Significant Accounting Policies
Basis of Accounting
-------------------
The accompanying financial statements have been prepared on the accrual
basis of accounting.
Use of Estimates
----------------
The preparation of the financial statements value in conformity with
generally accepted accounting principles requires the plan's management
to use estimates and assumptions that affect the net assets available
for benefits and changes therein. Actual results could differ from
these estimates.
Investments
-----------
Investments, other than investment contracts, are stated at fair value
based upon financial sources believed to be reliable. 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." Participant loans are stated at
the unpaid balances on individual participant accounts, which
approximate fair value. Purchases and sales of investments are recorded
on a trade-date basis.
Investment securities, in general, are exposed to various risks,
including credit, interest and overall market volatility risks. Due to
the level of risk associated with certain investment securities, it is
possible that changes in values of investment securities will occur and
that such changes could materially affect the amounts reported in the
statements of net assets available for benefits.
In the statement of changes in net assets available for benefits, net
appreciation (depreciation) in fair value of investments includes
realized gains or losses and the unrealized appreciation or
depreciation of those investments.
In-kind distributions of Plan assets are recorded at cost.
Roper has multiple plans, including the Plan, covering its employees.
Each subsidiary's employees generally participate in only a single
plan. Participants transferring between companies and between plans are
reported as a distribution by one plan and a rollover contribution by
the other plan. Such transactions affecting the Plan during the years
ended December 31, 2001 and 2000 included rollovers of none and
$27,000, respectively, and distributions of $9,000 and $32,000,
respectively.
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ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Notes to Financial Statements and Schedules
December 31, 2001 and 2000
Expenses
--------
Roper pays substantially all administrative expenses of the Plan.
3. Investments
Investments that represented 5% or more of the Plan's net assets at
December 31, 2001 or 2000 were as follows (in thousands):
2001 2000
----------- -----------
Scudder Stable Value Fund $ 16,229 $ 13,895
Scudder Large Company Growth Fund 11,492 15,102
Roper common stock 9,074 7,395
Scudder Balanced Fund 6,358 6,765
INVESCO Dynamics Fund 4,859 6,485
The Plan's investments (including gains and losses on investments bought
and sold as well as held during the year) appreciated (depreciated) as
follows for the years ended December 31, 2001 and 2000 (in thousands):
2001 2000
----------- -----------
Mutual funds $ (7,503) $ (6,831)
Common trust funds (335) (286)
Common stock 3,210 (1,016)
----------- ------
$ (4,628) $ (8,133)
=========== ===========
4. Income Tax Status
The latest determination letter applied to the Plan related to an amendment
dated June 19, 2001, in which the Internal Revenue Service stated that the
Plan, as then designed, was in compliance with the applicable requirements
of the Internal Revenue Code for qualified plans. The Plan has been amended
since receiving the aforementioned determination letter. However, Roper
believes the Plan is currently designed and administered in compliance with
applicable requirements of the Internal Revenue Code. Therefore, Roper
believes the Plan was qualified and the related trust was tax-exempt as of
the financial statement dates.
5. Nonexempt Transactions
For the year ended December 31, 2001, the Company on three occasions
remitted participant contributions to the Plan outside of the time limit
required by the Department of Labor (identified in
8
ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Notes to Financial Statements and Schedules
December 31, 2001 and 2000
schedule 2) by short periods of time, representing a nonexempt loan of funds
to the Company from the Plan. The respective late contributions were
contributed to the Plan in 2001 and were allocated to the participants'
accounts.
6. Related Party Transactions
Certain Plan investments are shares of mutual funds or common trust funds
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.
Certain Plan investments are shares of Roper common stock. Roper is the
sponsor of the Plan.
9
Schedule 1
ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Schedule H, 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
(In thousands)
(c)
Description of investment
(b) including maturity date, rate of (e)
Identity of issuer, borrower interest, collateral, par (d) Current
(a) or similar party or maturity value Cost value
----- ------------------------------------ ---------------------------------------- ------ -----------
Mutual funds:
* Scudder Balanced Fund 364 shares (1) $ 6,358
* Scudder Growth and Income Fund 69 shares (1) 1,444
* Scudder International Fund 29 shares (1) 1,064
* Scudder Large Company Growth Fund 449 shares (1) 11,492
INVESCO Dynamics Fund 305 shares (1) 4,859
Janus Worldwide Fund 64 shares (1) 2,812
Managers Special Equity Fund 14 shares (1) 990
PIMCO Total Return Fund 254 shares (1) 2,659
Common trust funds:
* Scudder Stable Value Fund 16,229 units (1) 16,229
* Scudder Stock Index Fund 80 units (1) 2,632
Common stock:
* Roper 183 shares (1) 9,074
Other:
* Various Plan participants Unsecured fixed-rate loans, (1) 1,077
interest rates range from 5.75 to 9.25%
---------
$ 60,690
=========
* Parties-in-interest to the Plan.
(1) Participant-directed.
The accompanying notes are an integral part of this schedule.
10
Schedule 2
ROPER INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS 003 PLAN
Schedule G, Part III - Nonexempt Transactions
For the year ended December 31, 2001
(In thousands)
Identity of Issuer or Party Involved Relationship to Plan Description of Investment Value of Assets
-----------------------------------------------------------------------------------------------------------------------
* Roper Industries, Inc. Plan sponsor Deemed loan to the Company Feb 2001 337
* Roper Industries, Inc. Plan sponsor Deemed loan to the Company March 2001 270
* Roper Industries, Inc. Plan sponsor Deemed loan to the Company August 2001 227
* Represents a party-in-interest
The accompanying notes are an integral part of this schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this Annual Report to be signed on its behalf by
the undersigned hereunto duly authorized.
Roper Industries, Inc. Employees' Retirement Savings 003 Plan
-------------------------------------------------------------
(Name of Plan)
By: Roper Industries, Inc., Plan Administrator
By: /s/ Martin S. Headley
---------------------------------------------------------
(Signature)
Martin S. Headley April 30, 2002
Vice President and Chief Financial Officer
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CONSENTOF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated April 25, 2002, included in this annual report of
the Roper Industries, Inc. Employees' Retirement Savings 003 Plan on Form 11-K
for the year ended December 31, 2001, into the Plan's previously filed
Registration Statement Nos. 33-71094 and 333-35672.
Arthur Andersen LLP
Atlanta, Georgia
April 30, 2002
13