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
April 23, 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 April
23, 2009, Roper Industries, Inc. (the “Company”) issued a press release
containing information about the Company’s results of operations for
the quarter ended March 31, 2009. 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. In
addition, the Company presents operating margin and segment decremental margins
(change in operating profit divided by change in sales) adjusted to exclude
restructuring changes. Since the Company incurred restructuring charges in the
first quarter of 2009, but not during the comparable period in 2008, it believes
that presenting these financial measures on an adjusted basis allows investors
to more fully understand the underlying trends in its business. Accordingly, the
Company believes these adjusted financial measures provide investors with
additional useful information.
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 April 23, 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: April 23, 2009 |
EXHIBIT INDEX
| Exhibit No. | Description | |
|
|
|
|
| 99.1 | Press Release of the Company dated April 23, 2009 |
Exhibit 99.1
|
Contact
Information:
Investor
Relations
941-556-2601
investor-relations@roperind.com
|
 Roper
Industries, Inc.
|
Roper Industries Announces
Results For 2009 First Quarter
Organic
Growth in RF Segment and Acquisition Performance Partially Offset Decline in
Industrial and Energy Segments
Sarasota, Florida, April 23, 2009 ...
Roper Industries, Inc. (NYSE: ROP) reported financial results
for the first quarter ended March 31, 2009.
Net
earnings for the first quarter were $52 million, or $0.56 per diluted share,
which includes $0.03 for restructuring charges. Excluding
restructuring charges, adjusted earnings per diluted share were $0.59 versus
$0.67 in the first quarter 2008. Sales in the first quarter were $505
million, a 6.9% decrease over the same period in 2008, which includes a 6.8%
increase from acquisitions, a 10.5% decline in organic growth and a negative
3.2% impact from foreign currency. Operating margin was 17.2%, or
17.9% excluding restructuring charges.
“We are
pleased with the performance of our businesses and their ability to stay ahead
of the curve in this difficult economy,” said Brian Jellison, Roper’s Chairman,
President and CEO. “Our 50% gross margin demonstrates the value of
our products and services to our customers. At the same time, the
nimbleness of our leadership teams enabled us to successfully navigate lower
order and sales levels in the quarter. We were able to achieve strong
margin performance as a result of our lean cost structure and restructuring
actions taken in 2008 and the first quarter of 2009.”
“Organic
sales were up 5% in our Radio Frequency (RF) segment with continued strong
margin performance,” continued Mr. Jellison. “Acquisitions completed
during 2008 in the RF segment all performed in line with expectations and we are
confident in their growth opportunities. In the other three segments,
where organic sales were down 16% in total, decremental margins (change in
operating profit divided by change in sales) were better than expected, down 41%
including the cost of restructuring but down only 36% excluding restructuring
charges.”
“Orders
declined in the quarter, particularly in those businesses in our Industrial
Technology and Energy Systems and Controls segments. Orders were $472
million, down 15% from 2008. Although we currently expect second
quarter orders to reflect a decline over the prior year, orders and quote
activity in March and early April give us confidence that we will see second
quarter orders improve meaningfully over the first quarter,” said Mr.
Jellison.
The tax
rate in the first quarter was 29.3%, reflecting tax planning activities and a
one-time $2.7 million benefit. Excluding this benefit, the tax rate
would have been 33.0% compared to 35.0% in the first quarter of
2008. EBITDA, excluding restructuring, was 23.0% of
sales. Net working capital as percent of first quarter annualized
sales continued to improve. Operating cash flow was $51 million in
the quarter. “We continue to generate significant cash flow and ended
the first quarter with $178 million in cash, $473 million available under our
revolver and Net Debt to EBITDA of 1.8X,” said Mr. Jellison. “The
acquisition pipeline remains full and we are in a strong position to deploy
capital in our disciplined manner.”
Outlook and
Guidance
Mr.
Jellison said, “Many end markets are weaker than we forecasted in the early part
of 2009, however, we believe with the actions already taken and those still
underway and assuming no further deterioration in the economy, we will achieve
second quarter DEPS between $0.61 and $0.65 and full year DEPS between $2.60 and
$2.80 as compared to $3.01 in 2008. Full year operating cash flow is
expected to exceed 130% of net earnings.” Based on current exchange
rates, the Company expects negative 4% impact to second quarter
revenue. The Company’s guidance excludes the impact of restructuring
costs and future acquisitions.
Prior-year
results reflect the new accounting rules concerning convertible debt (FSP 14-1)
which took effect January 1, 2009. Additional information is
available in the Company’s current report on Form 8-K dated April 21,
2009.
Table
1: Operating Margin (Millions)
|
As Reported
|
Excluding Restructuring
|
||
|
(1)
|
Operating
Income
|
$86.8
|
$86.8
|
|
Restructuring
Costs, All Segments
|
n/a
|
3.8
|
|
|
(2)
|
Adjusted
Operating Income
|
n/a
|
90.6
|
|
(3)
|
Revenue
|
505.4
|
505.4
|
|
Operating
Margin (1)/(3)
|
17.2%
|
n/a
|
|
|
Adjusted
Operating Margin (2)/(3)
|
n/a
|
17.9%
|
Table
2: EBITDA (Millions)
|
Q1 2009
|
|
|
Net
Earnings
|
$52
|
|
Add:
Interest Expense
|
14
|
|
Add:
Income Taxes
|
21
|
|
Add:
Depreciation and Amortization
|
26
|
|
EBITDA
|
113
|
|
Add: Restructuring
Expenses
|
4
|
|
Adjusted
EBITDA
|
117
|
Table
3: Decremental Margin Excluding RF (Millions)
|
As Reported
|
Excluding Restructuring
|
||
|
(1)
|
Change
in Segment Operating Profit, Excluding RF
|
($31.3)
|
($31.3)
|
|
Restructuring
Costs, Excluding RF
|
n/a
|
3.7
|
|
|
(2)
|
Adjusted
Change in Segment Operating Profit Excluding RF
|
n/a
|
(27.6)
|
|
(3)
|
Change
in Revenue, Excluding RF
|
(77.1)
|
(77.1)
|
|
Decremental
Margin (1)/(3)
|
41%
|
n/a
|
|
|
Adjusted
Decremental Margin (2)/(3)
|
n/a
|
36%
|
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, April 24, 2009. The call can be accessed via webcast or by
dialing +1 888-737-3699 (US/Canada) or +1 913-312-0861, using confirmation code
4028676. 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
4028676.
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)
|
|
March
31,
|
December
31,
|
|||||||
|
ASSETS
|
2009
|
2008
|
||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
and cash equivalents
|
$ | 177,509 | $ | 178,069 | ||||
|
Accounts
receivable
|
343,013 | 376,855 | ||||||
|
Inventories
|
186,724 | 185,919 | ||||||
|
Deferred
taxes
|
28,659 | 29,390 | ||||||
|
Unbilled
Receivables
|
64,318 | 61,168 | ||||||
|
Other
current assets
|
43,659 | 26,906 | ||||||
|
Total
current assets
|
843,882 | 858,307 | ||||||
|
PROPERTY,
PLANT AND EQUIPMENT, NET
|
107,832 | 112,463 | ||||||
|
OTHER
ASSETS:
|
||||||||
|
Goodwill
|
2,106,294 | 2,118,852 | ||||||
|
Other
intangible assets, net
|
784,342 | 804,020 | ||||||
|
Deferred
taxes
|
28,057 | 28,050 | ||||||
|
Other
assets
|
50,461 | 49,846 | ||||||
|
Total
other assets
|
2,969,154 | 3,000,768 | ||||||
|
TOTAL
ASSETS
|
$ | 3,920,868 | $ | 3,971,538 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable
|
$ | 114,887 | $ | 121,807 | ||||
|
Accrued
liabilities
|
219,919 | 261,682 | ||||||
|
Income
taxes payable
|
- | 1,892 | ||||||
|
Deferred
taxes
|
313 | - | ||||||
|
Current
portion of long-term debt
|
149,527 | 233,526 | ||||||
|
Total
current liabilities
|
484,646 | 618,907 | ||||||
|
NONCURRENT
LIABILITIES:
|
||||||||
|
Long-term
debt
|
1,084,523 | 1,033,689 | ||||||
|
Deferred
taxes
|
268,395 | 272,182 | ||||||
|
Other
liabilities
|
43,463 | 42,826 | ||||||
|
Total
liabilities
|
1,881,027 | 1,967,604 | ||||||
|
STOCKHOLDERS'
EQUITY:
|
||||||||
|
Common
stock
|
927 | 919 | ||||||
|
Additional
paid-in capital
|
826,921 | 815,736 | ||||||
|
Retained
earnings
|
1,231,558 | 1,187,467 | ||||||
|
Accumulated
other comprehensive earnings
|
2,014 | 21,513 | ||||||
|
Treasury
stock
|
(21,579 | ) | (21,701 | ) | ||||
|
Total
stockholders' equity
|
2,039,841 | 2,003,934 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 3,920,868 | $ | 3,971,538 | ||||
|
Roper
Industries, Inc. and Subsidiaries
|
|
Condensed
Consolidated Statements of Earnings (unaudited)
|
|
(Amounts
in thousands, except per share
data)
|
|
Three
months ended
|
||||||||
|
March
31,
|
||||||||
|
2009
|
2008 (1)
|
|||||||
|
Net
sales
|
$ | 505,444 | $ | 542,995 | ||||
|
Cost
of sales
|
254,308 | 266,605 | ||||||
|
Gross
profit
|
251,136 | 276,390 | ||||||
|
Selling,
general and administrative expenses
|
164,344 | 168,124 | ||||||
|
Income
from operations
|
86,792 | 108,266 | ||||||
|
Interest
expense
|
13,509 | 13,964 | ||||||
|
Other
income/(expense)
|
(356 | ) | 1,777 | |||||
|
Earnings
from continuing operations before
|
||||||||
|
income
taxes
|
72,927 | 96,079 | ||||||
|
Income
taxes
|
21,368 | 33,628 | ||||||
|
Net
Earnings
|
$ | 51,559 | $ | 62,451 | ||||
|
Earnings
per share:
|
||||||||
|
Basic
|
$ | 0.57 | $ | 0.70 | ||||
|
Diluted
|
$ | 0.56 | $ | 0.67 | ||||
|
Weighted
average common and common
|
||||||||
|
equivalent
shares outstanding:
|
||||||||
|
Basic
|
90,134 | 89,037 | ||||||
|
Diluted
|
92,303 | 93,447 | ||||||
(1) - 2008 results have been restated due to the adoption of FSP APB 14-1
which increased interest expense resulting from the amortization of the equity
component of our convertible notes. See the Company's 8-K dated April
21, 2009 for additional quarterly information for 2007 and 2008.
|
Roper
Industries, Inc. and Subsidiaries
|
|
Selected
Segment Financial Data (unaudited)
|
|
(Amounts
in thousands and percents of net
sales)
|
|
Three
months ended March 31,
|
||||||||||||||||
|
2009
|
2008
|
|||||||||||||||
|
Amount
|
%
|
Amount
|
%
|
|||||||||||||
|
Net
sales:
|
||||||||||||||||
|
Industrial
Technology
|
$ | 130,641 | $ | 173,617 | ||||||||||||
|
Energy
Systems & Controls
|
106,611 | 128,387 | ||||||||||||||
|
Scientific
& Industrial Imaging
|
84,120 | 96,443 | ||||||||||||||
|
RF
Technology
|
184,072 | 144,548 | ||||||||||||||
|
Total
|
$ | 505,444 | $ | 542,995 | ||||||||||||
|
Gross
profit:
|
||||||||||||||||
|
Industrial
Technology
|
$ | 62,709 | 48.0 | % | $ | 84,667 | 48.8 | % | ||||||||
|
Energy
Systems & Controls
|
55,363 | 51.9 | % | 68,674 | 53.5 | % | ||||||||||
|
Scientific
& Industrial Imaging
|
45,750 | 54.4 | % | 53,588 | 55.6 | % | ||||||||||
|
RF
Technology
|
87,314 | 47.4 | % | 69,461 | 48.1 | % | ||||||||||
|
Total
|
$ | 251,136 | 49.7 | % | $ | 276,390 | 50.9 | % | ||||||||
|
Operating
profit*:
|
||||||||||||||||
|
Industrial
Technology
|
$ | 28,583 | 21.9 | % | $ | 45,269 | 26.1 | % | ||||||||
|
Energy
Systems & Controls
|
17,519 | 16.4 | % | 28,241 | 22.0 | % | ||||||||||
|
Scientific
& Industrial Imaging
|
16,081 | 19.1 | % | 20,015 | 20.8 | % | ||||||||||
|
RF
Technology
|
37,383 | 20.3 | % | 28,029 | 19.4 | % | ||||||||||
|
Total
|
$ | 99,566 | 19.7 | % | $ | 121,554 | 22.4 | % | ||||||||
|
Operating
profit excluding restructuring*:
|
||||||||||||||||
|
Industrial
Technology
|
$ | 30,377 | 23.3 | % | $ | 45,269 | 26.1 | % | ||||||||
|
Energy
Systems & Controls
|
18,911 | 17.7 | % | 28,241 | 22.0 | % | ||||||||||
|
Scientific
& Industrial Imaging
|
16,634 | 19.8 | % | 20,015 | 20.8 | % | ||||||||||
|
RF
Technology
|
37,482 | 20.4 | % | 28,029 | 19.4 | % | ||||||||||
|
Total
|
$ | 103,404 | 20.5 | % | $ | 121,554 | 22.4 | % | ||||||||
|
Net
Orders:
|
||||||||||||||||
|
Industrial
Technology
|
$ | 139,393 | $ | 185,011 | ||||||||||||
|
Energy
Systems & Controls
|
97,814 | 128,336 | ||||||||||||||
|
Scientific
& Industrial Imaging
|
76,599 | 97,700 | ||||||||||||||
|
RF
Technology
|
157,783 | 146,956 | ||||||||||||||
|
Total
|
$ | 471,589 | $ | 558,003 | ||||||||||||
* Operating profit is before unallocated corporate general and
administrative expenses. These expenses were $12,774 and $13,288 for
the three months ended March 31, 2009 and 2008, respectively.
|
Roper
Industries, Inc. and Subsidiaries
|
|
Condensed
Consolidated Statements of Cash Flows (unaudited)
|
|
(Amounts
in thousands)
|
|
Three
months ended
|
|||
|
March
31,
|
|||
|
2009
|
2008
|
||
|
Net
earnings
|
$ 51,559
|
$ 62,451
|
|
|
Depreciation
|
8,769
|
7,994
|
|
|
Amortization
|
17,457
|
15,527
|
|
|
Other,
net
|
(27,208)
|
(14,379)
|
|
|
Cash
provided by operating activities
|
50,577
|
71,593
|
|
|
Business
acquisitions, net of cash acquired
|
(683)
|
(377,634)
|
|
|
Capital
expenditures
|
(5,228)
|
(6,380)
|
|
|
Other,
net
|
(963)
|
(833)
|
|
|
Cash
used by investing activities
|
(6,874)
|
(384,847)
|
|
|
Debt
borrowings (payments), net
|
(35,180)
|
154,288
|
|
|
Dividends
|
(7,394)
|
(6,428)
|
|
|
Other,
net
|
1,680
|
4,525
|
|
|
Cash
provided by (used by) financing activities
|
(40,894)
|
152,385
|
|
|
Effect
of exchange rate changes on cash
|
(3,369)
|
3,301
|
|
|
Net
increase (decrease) in cash and equivalents
|
(560)
|
(157,568)
|
|
|
Cash
and equivalents, beginning of period
|
178,069
|
308,768
|
|
|
Cash
and equivalents, end of period
|
$177,509
|
$151,200
|
|