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
February 23, 2006
ROPER INDUSTRIES, INC.
DELAWARE
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
NOT APPLICABLE
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 February 23, 2006, Roper Industries, Inc. (the Company) issued a press release containing information about the Companys results of operations for the year ended December 31, 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 Companys 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 Companys cash flow needs; and (c) should not be considered as an alternative to net earnings, operating income, cash flows from operating activities or the Companys other financial information determined under GAAP. The Company believes that the line on the Companys 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 February 23, 2006. |
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: February 23, 2006 |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press Release of the Company dated February 23, 2006 |
Exhibit 99.1
Contact Information:
Investor Relations
+1 (770) 495-5100
investor-relations@roperind.com
Duluth, Georgia, February 23, 2006 .... Roper Industries, Inc. (NYSE: ROP) reported record sales, profitability and cash flow for the fourth quarter and full year ended December 31, 2005. Fourth quarter net sales were $393 million, operating cash flow was $105 million, net earnings were $50 million, and diluted earnings per share (DEPS) were $0.57. For the full year, net sales were $1.45 billion, operating cash flow was $281 million, net earnings were $153 million, and DEPS were $1.74. Fourth quarter and full year DEPS include $4 million of net earnings benefit from the repatriation of foreign earnings and the non-cash write-off of issuance costs related to the Companys senior subordinated convertible notes.
We are pleased to conclude 2005 with continued record-setting performance in the fourth quarter, said Brian Jellison, Ropers Chairman, President and CEO. All of our segments reported growth, leading to a 42% net sales increase over the same quarter last year. This reflects the benefits of our recent acquisitions. Despite unfavorable currency exchange effects that reduced internal sales growth by nearly 4%, we achieved net internal sales growth of 5% or 9% before the currency impact. We leveraged our sales growth into a 170 basis point year-over-year improvement in operating margins, achieving Q4 margins of 20.6%. Our cash flow expanded substantially demonstrating the success of our focus on growth and cash returns.
Fourth quarter operating cash flow increased 67% over the prior year comparable period and full year operating cash flow grew 71%. 2005 results include record performance in net working capital efficiency, as well as the benefits from utilizing net operating loss carryforwards from recent acquisitions. In the fourth quarter, net working capital was reduced to 13.8% of annualized quarterly sales. Fourth quarter EBITDA grew 77% to $97 million, or 24.8% of sales. The Company reported full year EBITDA of $335 million, 64% higher than the prior year.
I am pleased that we achieved our business objectives in 2005, said Mr. Jellison. We successfully integrated TransCore, acquired in December 2004. We continued our internal growth and cash flow momentum throughout the year. We put our expanding cash flow to work, acquiring three high-quality growth businesses in 2005. At the same time, we made progress towards our long-term objective of achieving investment grade status, reducing our net debt-to-net capital ratio to 40.2% and improving our debt-to-EBITDA ratio to 2.7x. This positions us well as we enter 2006.
In 2006, Roper expects full year EBITDA of at least $390 million and operating cash flow of at least $280 million. Full year DEPS are expected to be in the range of $1.95-$2.07. Consistent with recent year performance, the Company expects increasing quarterly performance throughout the year, with first quarter DEPS of $0.37-$0.40. 2006 DEPS guidance includes equity compensation expense related to the implementation of SFAS 123R. The Companys guidance does not include benefits from future acquisitions or the potential dilutive effects resulting from the Companys convertible notes.
A conference call to discuss these results has been scheduled for 10:00 AM ET on Friday, February 24, 2006. The call can be accessed via webcast or by dialing (800) 819-9193 (US/Canada) or +1 (913) 981-4911, using access code 3179487. Webcast information and conference call materials will be made available in the Investor section of Ropers 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 3179487.
Table 1: EBITDA (Millions)
Q4 2004 |
Q4 2005 |
2004 |
2005 |
2006E | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Net Earnings | $ | 25 | $ | 50 | $ | 94 | $ | 153 | $ | 180 | + | ||||||
Add: Interest Expense | 8 | 11 | 29 | 43 | 46 | + | |||||||||||
Add: Income Taxes | 11 | 18 | 40 | 67 | 90 | + | |||||||||||
Add: Depreciation and Amortization | 11 | 18 | 41 | 71 | 74 | + | |||||||||||
Rounding | -- | -- | -- | 1 | -- | ||||||||||||
EBITDA | 55 | 97 | 204 | 335 | 390 | + |
Table 2: Net Debt-to-Net Capital Ratio (Millions)
Year-End 2005 |
|||||
---|---|---|---|---|---|
Total Debt | $ | 894 | |||
Less: Cash | (53 | ) | |||
Equals: Net Debt | 841 | ||||
Add: Shareholders' Equity | 1,251 | ||||
Equals: Net Capital | $ | 2,092 | |||
Net Debt Divided by Net Capital | 40.2 | % | |||
Roper Industries is a diversified industrial growth company with more than $1.4 billion of 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 Companys 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 operating results, the success of our internal operating plans, and the prospects for newly acquired businesses to be integrated 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 managements 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)
December 31, 2005 |
December 31, 2004 |
|||||||
---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 53,116 | $ | 129,419 | ||||
Accounts receivable | 257,210 | 242,014 | ||||||
Inventories | 131,838 | 132,282 | ||||||
Deferred taxes | 19,153 | 20,485 | ||||||
Other current assets | 36,898 | 31,960 | ||||||
Total current assets | 498,215 | 556,160 | ||||||
PROPERTY, PLANT AND EQUIPMENT, NET | 97,462 | 97,949 | ||||||
OTHER ASSETS: | ||||||||
Goodwill | 1,353,712 | 1,144,035 | ||||||
Other intangible assets, net | 501,365 | 487,173 | ||||||
Deferred taxes | 13,935 | 34,205 | ||||||
Other assets | 45,708 | 46,882 | ||||||
Total other assets | 1,914,720 | 1,712,295 | ||||||
TOTAL ASSETS | $ | 2,510,397 | $ | 2,366,404 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | 71,693 | $ | 65,801 | ||||
Accrued liabilities | 142,835 | 145,880 | ||||||
Income taxes payable | 7,606 | -- | ||||||
Deferred taxes | 5,310 | 5,342 | ||||||
Current portion of long-term debt(1) | 273,313 | 36,527 | ||||||
Total current liabilities | 500,757 | 253,550 | ||||||
NONCURRENT LIABILITIES: | ||||||||
Long-term debt | 620,958 | 855,364 | ||||||
Deferred taxes | 116,036 | 125,984 | ||||||
Other liabilities | 21,733 | 17,420 | ||||||
Total liabilities | 1,259,484 | 1,252,318 | ||||||
STOCKHOLDERS' EQUITY: | ||||||||
Common stock | 883 | 436 | ||||||
Additional paid-in capital | 670,322 | 645,373 | ||||||
Retained earnings | 549,603 | 415,188 | ||||||
Accumulated other comprehensive earnings | 52,856 | 76,249 | ||||||
Treasury stock | (22,751 | ) | (23,160 | ) | ||||
Total stockholders' equity | 1,250,913 | 1,114,086 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 2,510,397 | $ | 2,366,404 | ||||
(1) At the end of the Companys third quarter ended September 30, 2005, the Companys $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 Companys 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 December 31, |
Twelve months ended December 31, |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2005 |
2004 |
2005 |
2004 |
|||||||||||
Net sales | $ | 393,166 | $ | 276,549 | $ | 1,453,731 | $ | 969,764 | ||||||
Cost of sales | 194,082 | 136,528 | 727,324 | 484,719 | ||||||||||
Gross profit | 199,084 | 140,021 | 726,407 | 485,045 | ||||||||||
Selling, general and administrative expenses | 118,217 | 87,819 | 461,508 | 313,743 | ||||||||||
Income from operations | 80,867 | 52,202 | 264,899 | 171,302 | ||||||||||
Interest expense | 10,623 | 7,781 | 43,394 | 28,847 | ||||||||||
Loss on extinguishment of debt | 3,932 | 8,168 | 3,932 | 8,168 | ||||||||||
Other income/(expense) | 1,884 | (589 | ) | 2,994 | (571 | ) | ||||||||
Earnings before income taxes | 68,196 | 35,664 | 220,567 | 133,716 | ||||||||||
Income taxes | 17,788 | 10,878 | 67,392 | 39,864 | ||||||||||
Net Earnings | $ | 50,408 | $ | 24,786 | $ | 153,175 | $ | 93,852 | ||||||
Earnings per share:(1) | ||||||||||||||
Basic: | $ | 0.59 | $ | 0.32 | $ | 1.79 | $ | 1.26 | ||||||
Diluted | $ | 0.57 | $ | 0.32 | $ | 1.74 | $ | 1.24 | ||||||
Weighted average common and common equivalent shares outstanding: | ||||||||||||||
Basic | 85,851 | 76,524 | 85,498 | 74,440 | ||||||||||
Diluted | 88,824 | 77,840 | 87,884 | 75,664 | ||||||||||
(1) Share data adjusted for effect of 2-for-1 stock split effective August 26, 2005.
Roper Industries, Inc.
and Subsidiaries
Selected Segment Financial Data (unaudited)
(Amounts
in thousands and percents of net sales)
Three months ended December 31, |
Twelve months ended December 31, |
|||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2005 |
2004 |
2005 |
2004 |
|||||||||||||||||||||||
Amount |
% |
Amount |
% |
Amount |
% |
Amount |
% |
|||||||||||||||||||
Net sales: | ||||||||||||||||||||||||||
Instrumentation | $ | 68,901 | $ | 64,144 | $ | 232,916 | $ | 213,722 | ||||||||||||||||||
Industrial Technology | 106,602 | 101,857 | 430,037 | 396,671 | ||||||||||||||||||||||
Energy Systems & Controls | 46,368 | 45,087 | 174,674 | 156,232 | ||||||||||||||||||||||
Scientific & Industrial Imaging | 66,351 | 50,248 | 219,530 | 187,926 | ||||||||||||||||||||||
RF Technology | 104,944 | 15,213 | 396,574 | 15,213 | ||||||||||||||||||||||
Total | $ | 393,166 | $ | 276,549 | $ | 1,453,731 | $ | 969,764 | ||||||||||||||||||
Gross profit: | ||||||||||||||||||||||||||
Instrumentation | $ | 40,582 | 58.9 | % | $ | 37,634 | 58.7 | % | $ | 136,161 | 58.5 | % | $ | 123,443 | 57.8 | % | ||||||||||
Industrial Technology | 47,084 | 44.2 | % | 44,693 | 43.9 | % | 189,469 | 44.1 | % | 169,064 | 42.6 | % | ||||||||||||||
Energy Systems & Controls | 26,947 | 58.1 | % | 23,605 | 52.4 | % | 95,555 | 54.7 | % | 81,664 | 52.3 | % | ||||||||||||||
Scientific & Industrial Imaging | 35,886 | 54.1 | % | 27,949 | 55.6 | % | 121,330 | 55.3 | % | 104,734 | 55.7 | % | ||||||||||||||
RF Technology | 48,585 | 46.3 | % | 6,140 | 40.4 | % | 183,892 | 46.4 | % | 6,140 | 40.4 | % | ||||||||||||||
Total | $ | 199,084 | 50.6 | % | $ | 140,021 | 50.6 | % | $ | 726,407 | 50.0 | % | $ | 485,045 | 50.0 | % | ||||||||||
Operating profit*: | ||||||||||||||||||||||||||
Instrumentation | $ | 18,315 | 26.6 | % | $ | 16,078 | 25.1 | % | $ | 52,415 | 22.5 | % | $ | 43,141 | 20.2 | % | ||||||||||
Industrial Technology | 24,493 | 23.0 | % | 22,113 | 21.7 | % | 96,839 | 22.5 | % | 81,975 | 20.7 | % | ||||||||||||||
Energy Systems & Controls | 14,383 | 31.0 | % | 12,340 | 27.4 | % | 44,824 | 25.7 | % | 33,807 | 21.6 | % | ||||||||||||||
Scientific & Industrial Imaging | 13,304 | 20.1 | % | 9,721 | 19.3 | % | 39,448 | 18.0 | % | 32,369 | 17.2 | % | ||||||||||||||
RF Technology | 18,505 | 17.6 | % | (20 | ) | n/m | 58,546 | 14.8 | % | (20 | ) | n/m | ||||||||||||||
Total | $ | 89,000 | 22.6 | % | $ | 60,232 | 21.8 | % | $ | 292,072 | 20.1 | % | $ | 191,272 | 19.7 | % | ||||||||||
Net Orders: | ||||||||||||||||||||||||||
Instrumentation | $ | 68,441 | $ | 62,979 | $ | 236,121 | $ | 215,821 | ||||||||||||||||||
Industrial Technology | 107,652 | 95,303 | 440,908 | 386,488 | ||||||||||||||||||||||
Energy Systems & Controls | 56,774 | 56,888 | 178,393 | 170,459 | ||||||||||||||||||||||
Scientific & Industrial Imaging | 68,483 | 48,991 | 230,434 | 182,887 | ||||||||||||||||||||||
RF Technology | 90,520 | 15,213 | 408,825 | 15,213 | ||||||||||||||||||||||
Total | $ | 391,870 | $ | 279,374 | $ | 1,494,681 | $ | 970,868 | ||||||||||||||||||
* Operating profit is before unallocated corporate general and administrative expenses. Such expenses were $8,133 and $8,030 for the three months ended December 31, 2005 and 2004, respectively, and $27,173 and $19,970 for the twelve months ended December 31, 2005 and 2004, respectively.
Roper Industries, Inc.and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in thousands)
Twelve months ended December 31, |
||||||||
---|---|---|---|---|---|---|---|---|
2005 |
2004 |
|||||||
Net earnings | $ | 153,175 | $ | 93,852 | ||||
Depreciation | 28,413 | 18,260 | ||||||
Amortization | 42,906 | 23,127 | ||||||
Other, net | 56,807 | 29,586 | ||||||
Cash provided by operating activities | 281,301 | 164,825 | ||||||
Business acquisitions, net of cash acquired | (329,934 | ) | (641,147 | ) | ||||
Capital expenditures | (24,762 | ) | (12,141 | ) | ||||
Other, net | (1,174 | ) | (5,111 | ) | ||||
Cash used by investing activities | (355,870 | ) | (658,399 | ) | ||||
Debt borrowings, net | 7,848 | 223,368 | ||||||
Issuance of common stock | -- | 322,783 | ||||||
Dividends | (18,151 | ) | (14,201 | ) | ||||
Other, net | 15,686 | 16,422 | ||||||
Cash provided by financing activities | 5,383 | 548,372 | ||||||
Effect of exchange rate changes on cash | (7,117 | ) | 4,387 | |||||
Net increase in cash and equivalents | (76,303 | ) | 59,185 | |||||
Cash and equivalents, beginning of period | 129,419 | 70,234 | ||||||
Cash and equivalents, end of period | $ | 53,116 | $ | 129,419 | ||||