UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 5, 2009
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.)
|
|
6901 PROFESSIONAL PKWY. EAST,
SUITE 200, SARASOTA, FLORIDA
|
34240
|
|
|
|
|
(ADDRESS OF
PRINCIPAL EXECUTIVE OFFICES)
|
(ZIP
CODE)
|
(941) 556-2601
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA
CODE)
(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))
[ ] 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
5, 2009, Roper Industries, Inc. (the “Company”) issued a press release
containing information about the Company’s results of operations for
the year ended December 31, 2008. 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) Shell Company
Transactions.
| Not applicable |
(d) Exhibits.
| 99.1 Press Release of the Company dated February 5, 2009. |
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/ John Humphrey | ||||||
| John
Humphrey, Vice President and Chief Financial Officer |
Date: February 6, 2009 |
EXHIBIT INDEX
| Exhibit No. | Description | |
|
|
|
|
| 99.1 | Press Release of the Company dated February 5, 2009 |
Exhibit 99.1
|
Contact
Information:
Investor
Relations
941-556-2601
investor-relations@roperind.com
|
 Roper
Industries, Inc.
|
Roper Industries Announces
Results For 2008 Fourth Quarter and Full
Year
Q4
Diluted Earnings Per Share of $0.78; Operating Cash Flow Reaches 22% of
Revenue
2008
Revenue Increased 10% to $2.3 Billion; Operating Cash Flow of $434
Million
Sarasota, Florida, February 5, 2009
.... Roper Industries, Inc. (NYSE: ROP) reported financial
results for the fourth quarter and full year ended December 31,
2008.
Fourth Quarter
2008
Net
earnings for the fourth quarter were $72 million, or $0.78 per diluted share,
which includes $0.02 for restructuring charges. Excluding
restructuring charges, adjusted earnings per diluted share were
$0.80. Sales in the fourth quarter were $576 million, a 3% increase
over the same period in 2007, which includes 9% from acquisitions and a negative
3% each from foreign currency and organic growth. Operating cash flow
was $129 million, representing 22% of revenue and 179% of net
earnings.
Full Year
2008
Full year
2008 sales increased 10% to $2.3 billion. Operating cash flow
increased 26% to $434 million, representing 19% of revenue and 152% of net
earnings. Net earnings for the full year were $287 million, or $3.06
per diluted share. Included in the full year 2008 earnings per
diluted share are the fourth quarter restructuring costs noted above, as well as
the non-cash charge for the early termination of the Company’s secured credit
facility recorded in the third quarter. Excluding these items,
adjusted diluted earnings per share were $3.10.
“We are
pleased with the performance of our businesses in 2008,” said Brian Jellison,
Roper’s Chairman, President and CEO. “Our consistent focus on growth,
cash flow generation and working capital management, and lean cost structures
led to record 2008 performance. Sales for the year grew 10%, EBITDA
margin expanded 50 basis points to 25.7% and operating cash flow was exceptional
at $434 million. In addition, we successfully refinanced our debt
early in the third quarter, achieved investment grade credit ratings and we
enter 2009 with over $700 million in cash and available liquidity.
“End
market and economic conditions worsened in the fourth quarter, particularly
affecting order levels in our Energy Systems and Industrial Technology
segments,” continued Mr. Jellison. “Fourth quarter results include a $3 million
pre-tax charge for severance costs, affecting approximately 225 people, with
annualized savings over $10 million. The majority of these reductions
have been completed.”
2009 Outlook and Guidance
Mr.
Jellison said, “We are well positioned for what will be a difficult economy in
2009 based on the actions already completed and those underway, coupled with our
asset-light business models, leading positions in niche markets, and proven
ability to complete and integrate strategic acquisitions. Our outlook
for 2009 reflects growth from acquisitions completed in 2008 and benefits from
completed restructuring actions, offset by 4% negative foreign currency
headwinds and flat to low single digit negative organic growth. We
expect our Radio Frequency and Scientific and Industrial Imaging segments to
perform well in 2009, reflecting operational improvements and growth in
businesses acquired during 2008 that provide software and solutions to the
education, transportation and infrastructure markets. We expect these
segments will largely offset the difficult economic environment for several end
markets served by our Industrial Technology and Energy Systems segments, where
our restructuring actions are driving strong operating performance, but currency
translation will result in unfavorable revenue comparisons in
2009.”
The
Company expects full year diluted earnings per share (DEPS) to be between $2.70
and $3.00 with operating cash flow above 130% of net earnings. First
quarter DEPS are expected to be between $0.55 and $0.60. The
Company’s guidance excludes restructuring costs and future
acquisitions.
“Throughout
the year we will continually review the positioning and performance of each of
our businesses to ensure that their cost structures are appropriately aligned
with the realities of their markets. We will continue to build on
existing strengths across our business units and utilize our financial strength
to pursue disciplined acquisition opportunities,” Mr. Jellison
concluded.
Table
1: Sales Growth
|
Q4 2008
|
FY 2008
|
|
|
Organic
Growth
|
(3%)
|
3%
|
|
Acquisitions
/ Divestitures
|
9%
|
6%
|
|
Foreign
Currency (FX)
|
(3%)
|
1%
|
|
Total
Sales Growth
|
3%
|
10%
|
Table
2: EBITDA (Millions)
|
Q4 2008
|
FY 2008
|
|
|
Net
Earnings
|
$72
|
$287
|
|
Add:
Interest Expense
|
17
|
54
|
|
Add:
Income Taxes
|
35
|
149
|
|
Add:
Depreciation and Amortization
|
28
|
103
|
|
EBITDA
|
152
|
593
|
Conference Call to be Held
at 2:00 PM (ET) Tomorrow
A
conference call to discuss these results has been scheduled for 2:00 PM ET on
Friday, February 6, 2009. The call can be accessed via webcast or by
dialing +1 888-262-8790 (US/Canada) or +1 913-312-1483, using confirmation code
3973242. Webcast information and conference call materials will be
made available in the Investors 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
3973242.
About Roper
Industries
Roper
Industries is a diversified growth company with annual revenues of $2.3
billion, and is a component of the Fortune 1000, S&P MidCap 400 and the
Russell 1000 Indexes. 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 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 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, general economic
conditions, 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 with 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,
|
December
31,
|
|||||||
|
ASSETS
|
2008
|
2007
|
||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
and cash equivalents
|
$ | 178,069 | $ | 308,768 | ||||
|
Accounts
receivable
|
376,855 | 359,808 | ||||||
|
Inventories
|
185,919 | 174,138 | ||||||
|
Deferred
taxes
|
29,390 | 27,800 | ||||||
|
Unbilled
receivable
|
61,168 | 60,218 | ||||||
|
Other
current assets
|
26,906 | 20,405 | ||||||
|
Total
current assets
|
858,307 | 951,137 | ||||||
|
PROPERTY,
PLANT AND EQUIPMENT, NET
|
112,463 | 107,513 | ||||||
|
OTHER
ASSETS:
|
||||||||
|
Goodwill
|
2,118,852 | 1,706,083 | ||||||
|
Other
intangible assets, net
|
804,020 | 613,505 | ||||||
|
Deferred
taxes
|
28,050 | 23,854 | ||||||
|
Other
assets
|
49,846 | 51,092 | ||||||
|
Total
other assets
|
3,000,768 | 2,394,534 | ||||||
|
TOTAL
ASSETS
|
$ | 3,971,538 | $ | 3,453,184 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable
|
$ | 121,807 | $ | 115,809 | ||||
|
Accrued
liabilities
|
261,682 | 194,055 | ||||||
|
Income
taxes payable
|
1,892 | 24,121 | ||||||
|
Deferred
taxes
|
- | 2,442 | ||||||
|
Current
portion of long-term debt
|
233,827 | 331,103 | ||||||
|
Total
current liabilities
|
619,208 | 667,530 | ||||||
|
NONCURRENT
LIABILITIES:
|
||||||||
|
Long-term
debt
|
1,033,689 | 727,489 | ||||||
|
Deferred
taxes
|
272,077 | 221,411 | ||||||
|
Other
liabilities
|
42,826 | 46,948 | ||||||
|
Total
liabilities
|
1,967,800 | 1,663,378 | ||||||
|
STOCKHOLDERS'
EQUITY:
|
||||||||
|
Common
stock
|
919 | 910 | ||||||
|
Additional
paid-in capital
|
798,486 | 757,318 | ||||||
|
Retained
earnings
|
1,204,521 | 944,886 | ||||||
|
Accumulated
other comprehensive earnings
|
21,513 | 108,732 | ||||||
|
Treasury
stock
|
(21,701 | ) | (22,040 | ) | ||||
|
Total
stockholders' equity
|
2,003,738 | 1,789,806 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 3,971,538 | $ | 3,453,184 | ||||
|
Roper
Industries, Inc. and Subsidiaries
|
||||||||||||||||
|
Condensed
Consolidated Statements of Earnings (unaudited)
|
||||||||||||||||
|
(Amounts
in thousands, except per share data)
|
||||||||||||||||
|
Three
months ended
|
Twelve
months ended
|
|||||||||||||||
|
December
31,
|
December
31,
|
|||||||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||
|
Net
sales
|
$ | 575,862 | $ | 560,084 | $ | 2,306,371 | $ | 2,102,049 | ||||||||
|
Cost
of sales
|
278,054 | 274,011 | 1,118,083 | 1,043,654 | ||||||||||||
|
Gross
profit
|
297,808 | 286,073 | 1,188,288 | 1,058,395 | ||||||||||||
|
Selling,
general and administrative expenses
|
178,753 | 162,264 | 702,127 | 620,041 | ||||||||||||
|
Income
from operations
|
119,055 | 123,809 | 486,161 | 438,354 | ||||||||||||
|
Interest
expense
|
16,847 | 12,238 | 53,680 | 52,195 | ||||||||||||
|
Loss
on extinguishment of debt
|
- | - | 3,133 | - | ||||||||||||
|
Other
income/(expense)
|
5,169 | (618 | ) | 6,607 | (2,502 | ) | ||||||||||
|
Earnings
before income taxes
|
107,377 | 110,953 | 435,955 | 383,657 | ||||||||||||
|
Income
taxes
|
35,316 | 38,723 | 149,440 | 133,624 | ||||||||||||
|
Net
Earnings
|
$ | 72,061 | $ | 72,230 | $ | 286,515 | $ | 250,033 | ||||||||
|
Earnings
per share:
|
||||||||||||||||
|
Basic
|
$ | 0.80 | $ | 0.81 | $ | 3.20 | $ | 2.83 | ||||||||
|
Diluted
|
$ | 0.78 | $ | 0.77 | $ | 3.06 | $ | 2.68 | ||||||||
|
Weighted
average common and common
|
||||||||||||||||
|
equivalent
shares outstanding:
|
||||||||||||||||
|
Basic
|
89,726 | 88,698 | 89,468 | 88,390 | ||||||||||||
|
Diluted
|
92,336 | 93,916 | 93,699 | 93,229 | ||||||||||||
|
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,
|
|||||||||||||||||||||||||||||||
|
2008
|
2007
|
2008
|
2007
|
|||||||||||||||||||||||||||||
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
|||||||||||||||||||||||||
|
Net
sales:
|
||||||||||||||||||||||||||||||||
|
Industrial
Technology
|
161,693 | 166,769 | 687,622 | 644,436 | ||||||||||||||||||||||||||||
|
Energy
Systems & Controls
|
137,576 | 155,376 | 548,214 | 516,420 | ||||||||||||||||||||||||||||
|
Scientific
& Industrial Imaging
|
93,336 | 99,121 | 375,542 | 376,163 | ||||||||||||||||||||||||||||
|
RF
Technology
|
183,257 | 138,818 | 694,993 | 565,030 | ||||||||||||||||||||||||||||
|
Total
|
$ | 575,862 | $ | 560,084 | $ | 2,306,371 | $ | 2,102,049 | ||||||||||||||||||||||||
|
Gross
profit:
|
||||||||||||||||||||||||||||||||
|
Industrial
Technology
|
79,985 | 49.5 | % | 82,293 | 49.3 | % | 333,704 | 48.5 | % | 310,700 | 48.2 | % | ||||||||||||||||||||
|
Energy
Systems & Controls
|
71,413 | 51.9 | % | 85,616 | 55.1 | % | 295,133 | 53.8 | % | 276,775 | 53.6 | % | ||||||||||||||||||||
|
Scientific
& Industrial Imaging
|
52,488 | 56.2 | % | 54,032 | 54.5 | % | 206,623 | 55.0 | % | 206,661 | 54.9 | % | ||||||||||||||||||||
|
RF
Technology
|
93,922 | 51.3 | % | 64,132 | 46.2 | % | 352,828 | 50.8 | % | 264,259 | 46.8 | % | ||||||||||||||||||||
|
Total
|
$ | 297,808 | 51.7 | % | $ | 286,073 | 51.1 | % | $ | 1,188,288 | 51.5 | % | $ | 1,058,395 | 50.4 | % | ||||||||||||||||
|
Operating
profit*:
|
||||||||||||||||||||||||||||||||
|
Industrial
Technology
|
41,643 | 25.8 | % | 44,029 | 26.4 | % | 178,270 | 25.9 | % | 164,750 | 25.6 | % | ||||||||||||||||||||
|
Energy
Systems & Controls
|
30,250 | 22.0 | % | 44,788 | 28.8 | % | 126,609 | 23.1 | % | 126,367 | 24.5 | % | ||||||||||||||||||||
|
Scientific
& Industrial Imaging
|
20,648 | 22.1 | % | 19,777 | 20.0 | % | 74,739 | 19.9 | % | 73,230 | 19.5 | % | ||||||||||||||||||||
|
RF
Technology
|
39,885 | 21.8 | % | 26,388 | 19.0 | % | 159,787 | 23.0 | % | 117,057 | 20.7 | % | ||||||||||||||||||||
|
Total
|
$ | 132,426 | 23.0 | % | $ | 134,982 | 24.1 | % | $ | 539,405 | 23.4 | % | $ | 481,404 | 22.9 | % | ||||||||||||||||
|
Net
Orders:
|
||||||||||||||||||||||||||||||||
|
Industrial
Technology
|
141,850 | 160,248 | 656,176 | 639,348 | ||||||||||||||||||||||||||||
|
Energy
Systems & Controls
|
138,919 | 149,288 | 541,472 | 525,899 | ||||||||||||||||||||||||||||
|
Scientific
& Industrial Imaging
|
93,937 | 99,735 | 383,543 | 377,653 | ||||||||||||||||||||||||||||
|
RF
Technology
|
184,046 | 149,979 | 722,670 | 575,100 | ||||||||||||||||||||||||||||
|
Total
|
$ | 558,752 | $ | 559,250 | $ | 2,303,861 | $ | 2,118,000 | ||||||||||||||||||||||||
|
* Operating
profit is before unallocated corporate general and administrative
expenses. These expenses
|
||||||||||||||||||||||||||||||||
|
were
$13,371 and $11,173 for the three months ended December 31, 2008 and 2007,
respectively, and
|
||||||||||||||||||||||||||||||||
|
$53,244
and $43,050 for the twelve months ended December 31, 2008 and 2007,
respectively.
|
||||||||||||||||||||||||||||||||
|
Roper
Industries, Inc. and Subsidiaries
|
||||||||
|
Condensed
Consolidated Statements of Cash Flows (unaudited)
|
||||||||
|
(Amounts
in thousands)
|
||||||||
|
Twelve
months ended
|
||||||||
|
December
31,
|
||||||||
|
2008
|
2007
|
|||||||
|
Net
earnings
|
$ | 286,515 | $ | 250,033 | ||||
|
Depreciation
|
33,900 | 31,805 | ||||||
|
Amortization
|
69,208 | 61,375 | ||||||
|
Other,
net
|
44,815 | 594 | ||||||
|
Cash
provided by operating activities
|
434,438 | 343,807 | ||||||
|
Business
acquisitions, net of cash acquired
|
(705,244 | ) | (106,942 | ) | ||||
|
Capital
expenditures
|
(30,047 | ) | (30,107 | ) | ||||
|
Other,
net
|
(4,003 | ) | (5,339 | ) | ||||
|
Cash
used by investing activities
|
(739,294 | ) | (142,388 | ) | ||||
|
Debt
borrowings, net
|
195,516 | 27,600 | ||||||
|
Issuance
of common stock
|
- | - | ||||||
|
Dividends
|
(25,887 | ) | (22,954 | ) | ||||
|
Other,
net
|
18,290 | 24,902 | ||||||
|
Cash
provided by financing activities
|
187,919 | 29,548 | ||||||
|
Effect
of exchange rate changes on cash
|
(13,762 | ) | 8,323 | |||||
|
Net
change in cash and equivalents
|
(130,699 | ) | 239,290 | |||||
|
Cash
and equivalents, beginning of period
|
308,768 | 69,478 | ||||||
|
Cash
and equivalents, end of period
|
$ | 178,069 | $ | 308,768 | ||||