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Roper Technologies Annual Report, Year Ended Dec 31, 2003

Filing Date
Filed March 15, 2004
Period End
December 31, 2003
Security
ROP
In the record · 2016–202610-K1110-Q338-K114

ROP filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 114 current reports (8-K) between 2016 and 2026.

  1. FY2016 annual report10-K · Feb ’17Feb ’17
  2. Deal closed8-K · Aug ’19Aug ’19
  3. Leadership change8-K · Jun ’21Jun ’21
  4. Leadership change8-K · Apr ’25Apr ’25

01—Abstract

Summary

Summary of the 10-K filed March 15, 2004. Cited figures are marked; the original filing is the authoritative source.

Roper Industries, Inc. reported its annual results for the fiscal year ended December 31, 2003, a transition-affected year after changing its fiscal year-end from October 31 to December 31.

Net sales were $657.4 milliona, up from $617.5 million for the twelve months ended October 31, 2002, with income from operations of $108.1 million and net earnings of $45.2 million, or $1.41 per diluted share. Results were affected by $5.9 million of restructuring expenses and a $25.1 million loss on extinguishment of debt. Gazprom, the largest single customer in the Energy Systems and Controls segment, accounted for approximately 16.4% of that segment's sales, down from 40.7% a year earlier, and net sales to Gazprom fell to $22.8 million from $56.5 million.

The most significant event of the year was the December 29, 2003 acquisition of Neptune Technology Group Holdings, Inc. (NTGH) for approximately $482 millionb in cash. It was funded by a $4.2 million-share common stock offering (gross proceeds of approximately $202 million), $230 million of senior subordinated convertible notes due 2034, and a new $625 million senior secured credit facility. NTGH had no operating results in fiscal 2003 because its businesses were closed over the year-end holiday period, but its assets and liabilities are consolidated on the December 31, 2003 balance sheet.

Total debt rose to $651.1 millionc from $332.1 million a year earlier, and total assets reached $1.51 billion. Management expects operating cash flow in fiscal 2004 to be higher than in the prior three years because of the NTGH acquisition, and it plans to use cash flow to reduce debt. The company also raised its quarterly dividend 10% to $0.09625 per share, and the filing notes that gross margin declined to 52.7% from 54.1%, largely due to lower Gazprom volume and the Industrial Technology segment's margin erosion.

02—Key points

Key Highlights

  1. Net sales of $657.4 million for the twelve months ended December 31, 2003, compared with $617.5 million for the twelve months ended October 31, 2002, a 6.5% increase.
  2. Net earnings of $45.2 million, or $1.41 per diluted share, versus $40.1 million in the fiscal 2002 period.
  3. Acquired Neptune Technology Group Holdings, Inc. on December 29, 2003 for approximately $482 million in cash; the businesses contributed no 2003 operating results.
  4. Financed the NTGH deal with a 4,200,000-share common stock offering (gross proceeds of approximately $202 million), $230 million of 3.75% senior subordinated convertible notes due 2034, and a new $625 million senior secured credit facility.
  5. Total debt increased to $651.1 million at December 31, 2003 from $332.1 million at October 31, 2002, with stockholders' equity of $655.8 million.
  6. Gazprom's share of Energy Systems and Controls segment sales fell to approximately 16.4% from 40.7%, and Gazprom net sales declined to $22.8 million from $56.5 million.
  7. Gross margin fell to 52.7% from 54.1%, and $5.9 million of restructuring expenses were recorded in 2003; the quarterly dividend was raised 10% to $0.09625 per share.

03—Questions

Frequently Asked Questions

  1. Why are the 2003 results for a different period than the prior year?

    In August 2003, Roper changed its fiscal year-end from October 31 to December 31. The filing therefore presents the twelve months ended December 31, 2003, a two-month transition period ended December 31, 2002, and fiscal years ended October 31, 2002 and 2001.

  2. How was the NTGH acquisition financed, and how did it change the balance sheet?

    The purchase price of approximately $482 million in cash was funded by the common stock offering, the convertible notes offering, and borrowings under a new $625 million credit facility that replaced the prior $275 million credit agreement and senior notes. Goodwill rose to $711.2 million and other intangible assets to $298.7 million at December 31, 2003.

  3. How concentrated is the company's customer base?

    Gazprom was the largest single customer of the Energy Systems and Controls segment, at approximately 16.4% of that segment's sales in 2003, down from 40.7% in the prior period. No other customer accounted for as much as 10% of any segment's net sales.

  4. What does the company expect for 2004?

    Management expects net cash provided by operating activities for fiscal 2004 to be higher than in the prior three fiscal years because of the NTGH acquisition, and expects capital expenditures to be slightly higher as a percentage of sales. It also expects to reduce debt and the associated interest expense, though the pace will depend on acquisition and operating requirements.

04—Continue

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