8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

October 27, 2005

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

ROPER INDUSTRIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)

1-12273	51-0263969
(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NO.)
2160 SATELLITE BLVD., SUITE 200, DULUTH, GEORGIA	30097
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

(770) 495-5100

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE

(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)                                         
[    ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)                                         
[    ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[    ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

Item 2.02 Results of Operations and Financial Condition.

On October 27, 2005, Roper Industries, Inc. (the “Company”) issued a press release containing information about the Company’s results of operations for the third quarter ended September 30, 2005. A copy of the press release is furnished as Exhibit 99.1.

In the press release, the Company uses a non-GAAP financial measure EBITDA. EBITDA is defined as net earnings plus (a) interest expense, (b) income taxes and (c) depreciation and amortization. The Company believes EBITDA is an important indicator of operational strength and performance of the Company’s business because it provides a link between profitability and operating cash flow. EBITDA as calculated by the Company is not necessarily comparable to similarly titled measures reported by other companies. In addition, EBITDA: (a) does not represent net income or cash flows from operations as defined by GAAP; (b) is not necessarily indicative of cash available to fund the Company’s cash flow needs; and (c) should not be considered as an alternative to net earnings, operating income, cash flows from operating activities or the Company’s other financial information determined under GAAP. The Company believes that the line on the Company’s consolidated statement of operations entitled net earnings is the most directly comparable GAAP measure to EBITDA.

Item 9.01. Financial Statements and Exhibits.

(a)     Financial Statements of Businesses Acquired.

Not applicable.

(b)     Pro Forma Financial Information.

Not applicable.

(c)     Exhibits.

99.1 Press Release of the Company dated October 27, 2005.

Signatures

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Roper Industries, Inc.
(Registrant)
BY:   /s/ Brian D. Jellison
	Brian D. Jellison, Chairman of the Board, President and Chief Executive Officer	Date: October 27, 2005

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated October 27, 2005

EX-99

Exhibit 99.1

Roper Industries, Inc.

Contact Information:
Investor Relations
+1 (770) 495-5100
investor-relations@roperind.com

FOR IMMEDIATE RELEASE

Roper Industries Reports Record Third Quarter Performance

Focus on Cash, Growth Produces Strong Results

Duluth, Georgia, October 27, 2005 .... Roper Industries, Inc. (NYSE: ROP) reported record results for the third quarter ended September 30, 2005.

The Company reported EBITDA of $89 million in its third quarter, 60% higher than the prior year comparable period, and EBITDA margins improved 110 basis points to 24.3%. Roper generated $75 million of cash flow from operating activities in the quarter, 109% greater than in the prior year. Diluted earnings per share (DEPS) were $0.45 in the quarter. DEPS performance and forecasts include the effect of a two-for-one split of the Company’s common stock in the form of a 100% stock dividend that was distributed on August 26.

“During the quarter, we achieved record orders, sales, cash flow and profits,” said Brian Jellison, Roper’s Chairman, President and CEO. “Our recent acquisitions – TransCore, Inovonics and CIVCO – are performing well and meeting our expectations. Our businesses created 7% internal growth in sales and orders in the quarter. We converted over 40% of our third quarter internal sales growth into income from operations, demonstrating our commitment to profitable growth and continuous improvement.”

Roper reported net sales of $365 million in the third quarter, 52% higher than the prior year period. These results reflect internal growth in most of the Company’s businesses as well as significant contributions from acquired businesses, including the first full quarter of performance from CIVCO, a supplier of diagnostic and therapeutic disposable medical products. The Company booked orders of $408 million in the third quarter, an increase of 64%, with strong performance reported in the Company’s newest segment, RF (radio frequency) Technology.

“In addition to another outstanding quarter with record results, year-to-date sales exceeded $1 billion for the first time in the Company’s history with the fourth quarter yet to come,” said Mr. Jellison. “Through the disciplined execution of our strategic growth program, we have positioned the enterprise in attractive markets with less cyclical risk, including RF, water, research/medical and after-market energy applications. With the excellent performance of our newest acquisitions, continued growth in our base businesses and operating margin improvement in all the businesses, we have raised our guidance for full year cash flow from operating activities by $15 million.”

The Company raised its full year minimum guidance for cash flow from operating activities from $225 million to $240 million, and also raised its full year DEPS guidance from $1.60-$1.675 to $1.64-$1.70.

Conference Call to be Held at 10:00 AM (ET) Tomorrow

A conference call to discuss these results has been scheduled for 10:00 AM ET on Friday, October 28, 2005. The call can be accessed via webcast or by dialing +1 (800) 289-0494 (US/Canada) or +1 (913) 981-5510, using access code 2384353. Webcast information and conference call materials will be made available in the “Investor Information” section of Roper’s website (www.roperind.com) prior to the start of the call. Telephonic replays will be available for up to two weeks by calling +1 (719) 457-0820 and using the access code 2384353.

Table 1: Net Sales (Millions)

	Q3 2004		Q3 2005
Net Sales as Reported	$	240	$	365
Less: Net Sales from Acquisitions		--		(109	)
Internal Net Sales	$	240	$	256

Table 2: Orders (Millions)

	Q3 2004		Q3 2005
Orders as Reported	$	248	$	408
Less: Orders from Acquisitions		--		(141	)
Internal Orders	$	248	$	267

Note to Tables 1&2: To compute internal sales and orders, the Company excludes results from business units not owned for the entire length of the comparative periods being presented.

Table 3: EBITDA (Millions)

	Q3 2004		Q3 2005
Net Earnings	$	27	$	39
Add: Interest Expense		7		11
Add: Income Taxes		11		20
Add: Depreciation and Amortization		10		18
Rounding		1		1
EBITDA	$	56	$	89

About Roper Industries

Roper Industries is a diversified industrial growth company with more than $1.4 billion of annualized revenues. Roper provides engineered products and solutions for global niche markets, including water, energy, radio frequency and research/medical applications. Additional information about Roper Industries is available on the Company’s website at www.roperind.com.

The information provided in this press release contains forward looking statements within the meaning of the federal securities laws. These forward looking statements include, among others, statements regarding year-end operating results, the success of our internal operating plans, and the prospects for newly acquired businesses to compete in their markets and contribute to future growth and profit expectations. Forward looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or “intends” and similar words and phrases. These statements reflect management’s current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward looking statement. Such risks and uncertainties include our ability to integrate our acquisitions and realize expected synergies. We also face other general risks, including our ability to realize cost savings from our operating initiatives, unfavorable changes in foreign exchange rates, difficulties associated with exports, risks associated with our international operations, difficulties in making and integrating acquisitions, risks associated with newly acquired businesses, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, environmental compliance costs and liabilities, risks and cost associated with asbestos related litigation and potential write-offs of our substantial intangible assets, and risks associated obtaining governmental approvals and maintaining regulatory compliance for new and existing products. Important risks may be discussed in current and subsequent filings with the SEC. You should not place undue reliance on any forward looking statements. These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

_________________

Roper Industries, Inc.and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in thousands)

	September 30, 2005			December 31, 2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	79,096		$	129,419
Accounts receivable		254,973			242,014
Inventories		134,350			132,282
Deferred taxes		22,402			20,485
Other current assets		45,267			31,960
Total current assets		536,088			556,160
PROPERTY, PLANT AND EQUIPMENT, NET		94,479			97,949
OTHER ASSETS:
Goodwill		1,286,151			1,144,035
Other intangible assets, net		456,046			487,173
Deferred taxes		7,917			34,205
Other assets		43,433			46,882
Total other assets		1,793,547			1,712,295
TOTAL ASSETS	$	2,424,114		$	2,366,404
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	60,085		$	65,801
Accrued liabilities		138,183			145,880
Deferred taxes		4,112			5,342
Current portion of long-term debt(1)		266,006			36,527
Total current liabilities		468,386			253,550
NONCURRENT LIABILITIES:
Long-term debt		597,724			855,364
Deferred taxes		137,017			125,984
Other liabilities		19,400			17,420
Total liabilities		1,222,527			1,252,318
STOCKHOLDERS' EQUITY:
Common stock		881			436
Additional paid-in capital		666,160			645,373
Retained earnings		504,311			415,188
Accumulated other comprehensive earnings		53,085			76,249
Treasury stock		(22,850	)		(23,160	)
Total stockholders' equity		1,201,587			1,114,086
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,424,114		$	2,366,404

⁽¹⁾    At the end of the Company’s third quarter ended September 30, 2005, the Company’s $230 million of senior subordinated convertible notes due in 2034 was required to be classified as current debt. This resulted from the triggering of the conversion feature of the notes due to increases in the trading price of the Company’s stock since the issuance of the notes in December 2003. As previously reported, upon conversion of the notes, if any, the Company would be required to pay cash for the accreted principal value of the notes. The Company does not expect noteholders to exercise their conversion rights within the next 12 months.

Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings (unaudited)
(Amounts in thousands, except per share data)

	Three months ended September 30,					Nine months ended September 30,
	2005		2004			2005		2004
Net sales	$	365,164	$	240,141		$	1,060,565	$	693,215
Cost of sales		180,407		120,570			533,242		348,191
Gross profit		184,757		119,571			527,323		345,024
Selling, general and administrative expenses		114,981		74,151			343,291		225,924
Income from operations		69,776		45,420			184,032		119,100
Interest expense		11,437		7,327			32,771		21,066
Other income/(expense)		867		(17	)		1,110		18
Earnings before income taxes		59,206		38,076			152,371		98,052
Income taxes		20,012		10,694			49,604		28,986
Net Earnings	$	39,194	$	27,382		$	102,767	$	69,066
Earnings per share:
Basic:	$	0.46	$	0.37		$	1.20	$	0.94
Diluted	$	0.45	$	0.36		$	1.18	$	0.92
Weighted average common and common
equivalent shares outstanding:
Basic		85,431		74,078			85,380		73,740
Diluted		87,096		75,346			86,896		74,948

Roper Industries, Inc. and Subsidiaries
Selected Segment Financial Data (unaudited)
(Amounts in thousands and percents of net sales)

	Three months ended September 30,										Nine months ended September 30,
	2005					2004					2005					2004
	Amount		%			Amount		%			Amount		%			Amount		%
Net sales:
Instrumentation	$	53,395				$	50,751				$	164,015				$	149,578
Industrial Technology		110,161					100,735					323,435					294,814
Energy Systems & Controls		42,573					42,807					128,306					111,145
Scientific & Industrial Imaging		58,199					45,848					153,179					137,678
RF Technology		100,836					--					291,630					--
Total	$	365,164				$	240,141				$	1,060,565				$	693,215
Gross profit:
Instrumentation	$	31,428		58.9	%	$	28,049		55.3	%	$	95,579		58.3	%	$	85,809		57.4	%
Industrial Technology		48,430		44.0	%		43,859		43.5	%		142,385		44.0	%		124,371		42.2	%
Energy Systems & Controls		23,550		55.3	%		21,468		50.2	%		68,608		53.5	%		58,059		52.2	%
Scientific & Industrial Imaging		32,427		55.7	%		26,195		57.1	%		85,444		55.8	%		76,785		55.8	%
RF Technology		48,922		48.5	%		--		--			135,307		46.4	%		--
Total	$	184,757		50.6	%	$	119,571		49.8	%	$	527,323		49.7	%	$	345,024		49.8	%
Operating profit*:
Instrumentation	$	11,956		22.4	%	$	9,233		18.2	%	$	34,100		20.8	%	$	27,063		18.1	%
Industrial Technology		25,380		23.0	%		22,451		22.3	%		72,346		22.4	%		59,862		20.3	%
Energy Systems & Controls		11,647		27.4	%		9,818		22.9	%		30,441		23.7	%		21,467		19.3	%
Scientific & Industrial Imaging		10,970		18.8	%		8,268		18.0	%		26,144		17.1	%		22,648		16.4	%
RF Technology		16,295		16.2	%		--					40,041		13.7	%		--
Total	$	76,248		20.9	%	$	49,770		20.7	%	$	203,072		19.1	%	$	131,040		18.9	%
Net Orders:
Instrumentation	$	58,485				$	55,282				$	167,680				$	152,842
Industrial Technology		111,065					101,875					333,256					291,185
Energy Systems & Controls		44,602					47,826					121,619					113,571
Scientific & Industrial Imaging		60,622					43,397					161,951					133,896
RF Technology		133,221					--					318,305					--
Total	$	407,995				$	248,380				$	1,102,811				$	691,494

        * Operating profit is before unallocated corporate general and administrative expenses. Such expenses were $6,472 and $4,350 for the three months ended September 30, 2005 and 2004, respectively, and $19,040 and $11,940 for the nine months ended September 30, 2005 and 2004, respectively.

Roper Industries, Inc.and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in thousands)

	Nine months ended September 30,
	2005			2004
Net earnings	$	102,767		$	69,066
Depreciation		20,791			13,437
Amortization		32,036			16,390
Other, net		20,331			2,666
Cash provided by operating activities		175,925			101,559
Business acquisitions, net of cash acquired		(181,086	)		(51,861	)
Capital expenditures		(16,059	)		(8,108	)
Other, net		(1,014	)		(3,521	)
Cash used by investing activities		(198,159	)		(63,490	)
Debt borrowings/(payments), net		(22,016	)		(34,954	)
Issuance of common stock		--			28,873
Dividends		(13,593	)		(10,678	)
Other, net		13,124			10,876
Cash used by financing activities		(22,485	)		(5,883	)
Effect of exchange rate changes on cash		(5,604	)		(4	)
Net increase in cash and equivalents		(50,323	)		32,182
Cash and equivalents, beginning of period		129,419			70,234
Cash and equivalents, end of period	$	79,096		$	102,416