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
July 28, 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 July 28,
2009, Roper Industries, Inc. (the “Company”) issued a press release containing
information about the Company’s results of operations for the quarter ended
June 30, 2009. A copy of the press release is furnished as Exhibit
99.1.
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 July 28, 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: July 28, 2009 |
EXHIBIT INDEX
| Exhibit No. | Description | |
|
|
|
|
| 99.1 | Press Release of the Company dated July 28, 2009 |
Exhibit 99.1
|
Contact
Information:
Investor
Relations
941-556-2601
investor-relations@roperind.com
|
 Roper
Industries, Inc.
|
Roper
Industries Announces Results For 2009 Second Quarter
Sequential
Improvement in Orders, Operating Margin and Diluted Earnings Per
Share;
Record
Q2 Operating Cash Flow; Raising Full-Year Operating Cash Flow
Guidance
Sarasota, Florida, July 28, 2009 ...
Roper Industries, Inc. (NYSE: ROP) reported financial results
for the second quarter ended June 30, 2009.
Net
earnings for the second quarter were $60 million, or $0.64 per diluted
share. Orders increased 4% over the first quarter, and second quarter
sales were $505 million, flat to the first quarter and a 15% decrease compared
to the same period in 2008. Operating margin was 19.0%, an increase
of 180 basis points from the first quarter. Excluding restructuring
costs, adjusted operating margin was 19.8% compared to 17.9% in the first
quarter. Operating cash flow was $110 million, an increase of 15%
from the prior year and a second quarter record for the
Company. Results for the quarter include a charge of $0.03 per share
for restructuring expenses and a gain of $0.03 per share from the sale of
certain assets of the Company’s satellite communications business.
“During
the second quarter we fulfilled our commitment to execute efficiently in this
challenging environment,” said Brian Jellison, Roper’s Chairman, President and
CEO. “We are pleased with the performance of our businesses,
particularly the improvements in gross margin, operating margin and cash
generation. Our asset-light business model continues to pay
dividends, with record operating cash flow for the quarter resulting from strong
earnings, high margins and continued working capital improvements.”
Sales in
the RF Technology segment increased 7% compared to the same period in 2008,
while sales in the remaining segments declined from the prior year due to the
continuing effects of the economic environment. Decremental margin
(change in operating profit divided by change in sales), excluding the RF
segment was 30% in the quarter, including the cost of restructuring, and 27%
excluding restructuring costs. “Our decremental margin performance
was an improvement over our strong first quarter performance, and benefited from
completed restructuring actions,” said Mr. Jellison.
Free cash
flow (operating cash flow less capital expenditures) reached 173% of net income
in the quarter and is 134% of net income year-to-date. The Company
ended the quarter with over $750 million in cash and available liquidity. “With
the acquisition environment improving, we expect our liquidity position will
serve us well as we pursue disciplined investments,” Mr. Jellison
concluded.
Outlook and
Guidance
Roper is
increasing its full year operating cash flow guidance from $325 million to $350
million. The Company expects full-year earnings per diluted share
between $2.60 and $2.72, excluding the impact of restructuring costs and future
acquisitions.
Table
1: Sequential Income Statement (Millions)
|
Q2 2009
|
Q1 2009
|
|
|
Net
Sales
|
505
|
505
|
|
Cost
of Sales
|
250
|
254
|
|
Gross
Profit
|
255
|
251
|
|
Selling,
General & Administrative Expenses
|
159
|
164
|
|
Operating
Profit
|
96
|
87
|
Table
2: Operating Margin (Millions)
|
Q2 2009
|
Q1 2009
|
||
|
(1)
|
Operating
Income
|
$96.0
|
$86.8
|
|
Restructuring
Costs, All Segments
|
3.9
|
3.8
|
|
|
(2)
|
Adjusted
Operating Income
|
99.9
|
90.6
|
|
(3)
|
Revenue
|
505
|
505
|
|
Operating
Margin (1)/(3)
|
19.0%
|
17.2%
|
|
|
Adjusted
Operating Margin (2)/(3)
|
19.8%
|
17.9%
|
Table
3: Sales Growth
|
Q2 2009
|
|
|
Organic
Growth
|
(16)%
|
|
Acquisitions
/ Divestitures
|
4%
|
|
Foreign
Currency (FX)
|
(3%)
|
|
Total
Sales Growth
|
(15%)
|
Table
4: Decremental Margin (Millions)
|
As Reported
|
Excluding Restructuring
|
||
|
(1)
|
Change
in Segment Operating Profit, Excluding RF
|
(30.4)
|
(30.4)
|
|
Restructuring
Costs, Excluding RF
|
3.3
|
||
|
(2)
|
Adjusted
Change in Segment Operating Profit, Excluding RF
|
(27.1)
|
|
|
(3)
|
Change
in Revenue, Excluding RF
|
(101)
|
(101)
|
|
Decremental
Margin (1)/(3)
|
30%
|
||
|
Adjusted
Decremental Margin (2)/(3)
|
27%
|
Conference Call to be Held
at 10:00 AM (ET) July 28, 2009
A
conference call to discuss these results has been scheduled for 10:00 AM ET on
Tuesday, July 28, 2009. The call can be accessed via webcast or by
dialing +1 888-352-6806 (US/Canada) or +1 719-325-2206, using confirmation code
4258775. 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 +1 888-203-1112 (US/Canada) or +1 719-457-0820
and using the access code 4258775.
About Roper
Industries
Roper
Industries is a diversified growth company 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)
|
June
30,
|
December
31,
|
|||||||
|
|
2009
|
2008
|
||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS:
|
||||||||
|
Cash
and cash equivalents
|
$ | 220,826 | $ | 178,069 | ||||
|
Accounts
receivable
|
325,922 | 376,855 | ||||||
|
Inventories
|
177,360 | 185,919 | ||||||
|
Deferred
taxes
|
27,309 | 29,390 | ||||||
|
Unbilled
Receivables
|
56,915 | 61,168 | ||||||
|
Other
current assets
|
57,105 | 26,906 | ||||||
|
Total
current assets
|
865,437 | 858,307 | ||||||
|
PROPERTY,
PLANT AND EQUIPMENT, NET
|
106,588 | 112,463 | ||||||
|
OTHER
ASSETS:
|
||||||||
|
Goodwill
|
2,134,121 | 2,118,852 | ||||||
|
Other
intangible assets, net
|
774,682 | 804,020 | ||||||
|
Deferred
taxes
|
28,149 | 28,050 | ||||||
|
Other
assets
|
50,673 | 49,846 | ||||||
|
Total
other assets
|
2,987,625 | 3,000,768 | ||||||
|
TOTAL
ASSETS
|
$ | 3,959,650 | $ | 3,971,538 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT
LIABILITIES:
|
||||||||
|
Accounts
payable
|
$ | 98,645 | $ | 121,807 | ||||
|
Accrued
liabilities
|
225,988 | 261,682 | ||||||
|
Income
taxes payable
|
- | 1,892 | ||||||
|
Deferred
taxes
|
880 | - | ||||||
|
Current
portion of long-term debt
|
148,745 | 233,526 | ||||||
|
Total
current liabilities
|
474,258 | 618,907 | ||||||
|
NONCURRENT
LIABILITIES:
|
||||||||
|
Long-term
debt
|
1,014,487 | 1,033,689 | ||||||
|
Deferred
taxes
|
280,485 | 272,182 | ||||||
|
Other
liabilities
|
45,182 | 42,826 | ||||||
|
Total
liabilities
|
1,814,412 | 1,967,604 | ||||||
|
STOCKHOLDERS'
EQUITY:
|
||||||||
|
Common
stock
|
928 | 919 | ||||||
|
Additional
paid-in capital
|
835,475 | 815,736 | ||||||
|
Retained
earnings
|
1,283,652 | 1,187,467 | ||||||
|
Accumulated
other comprehensive earnings
|
46,673 | 21,513 | ||||||
|
Treasury
stock
|
(21,490 | ) | (21,701 | ) | ||||
|
Total
stockholders' equity
|
2,145,238 | 2,003,934 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 3,959,650 | $ | 3,971,538 | ||||
Roper
Industries, Inc. and Subsidiaries
Condensed
Consolidated Statements of Earnings (unaudited)
(Amounts
in thousands, except per share data)
|
Three
months ended
|
Six
months ended
|
|||||||||||||||
|
June
30,
|
June
30,
|
|||||||||||||||
|
2009
|
2008 (1)
|
2009
|
2008 (1)
|
|||||||||||||
|
Net
sales
|
$ | 504,910 | $ | 594,414 | $ | 1,010,354 | $ | 1,137,409 | ||||||||
|
Cost
of sales
|
249,840 | 289,084 | 504,148 | 555,689 | ||||||||||||
|
Gross
profit
|
255,070 | 305,330 | 506,206 | 581,720 | ||||||||||||
|
Selling,
general and administrative expenses
|
159,106 | 178,789 | 323,450 | 346,913 | ||||||||||||
|
Income
from operations
|
95,964 | 126,541 | 182,756 | 234,807 | ||||||||||||
|
Interest
expense
|
13,762 | 12,055 | 27,271 | 26,019 | ||||||||||||
|
Other
income/(expense)
|
3,168 | (636 | ) | 2,812 | 1,141 | |||||||||||
|
Earnings
from continuing operations before
|
||||||||||||||||
|
income
taxes
|
85,370 | 113,850 | 158,297 | 209,929 | ||||||||||||
|
Income
taxes
|
25,782 | 39,327 | 47,150 | 72,955 | ||||||||||||
|
Net
Earnings
|
$ | 59,588 | $ | 74,523 | $ | 111,147 | $ | 136,974 | ||||||||
|
Earnings
per share:
|
||||||||||||||||
|
Basic
|
$ | 0.66 | $ | 0.83 | $ | 1.23 | $ | 1.53 | ||||||||
|
Diluted
|
$ | 0.64 | $ | 0.79 | $ | 1.20 | $ | 1.46 | ||||||||
|
Weighted
average common and common
|
||||||||||||||||
|
equivalent
shares outstanding:
|
||||||||||||||||
|
Basic
|
90,562 | 89,476 | 90,348 | 89,256 | ||||||||||||
|
Diluted
|
92,712 | 94,398 | 92,508 | 93,918 | ||||||||||||
(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 filed on
May 15, 2009 for additional information.
Roper
Industries, Inc. and Subsidiaries
Selected
Segment Financial Data (unaudited)
(Amounts
in thousands and percents of net sales)
|
Three
months ended June 30,
|
Six
months ended June 30,
|
|||||||||||||||||||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||||||||||||||||||
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
Amount
|
%
|
|||||||||||||||||||||||||
|
Net
sales:
|
||||||||||||||||||||||||||||||||
|
Industrial
Technology
|
$ | 136,551 | $ | 183,247 | $ | 267,192 | $ | 356,864 | ||||||||||||||||||||||||
|
Energy
Systems & Controls
|
105,398 | 144,716 | 212,009 | 273,103 | ||||||||||||||||||||||||||||
|
Scientific
& Industrial Imaging
|
75,860 | 91,153 | 159,980 | 187,596 | ||||||||||||||||||||||||||||
|
RF
Technology
|
187,101 | 175,298 | 371,173 | 319,846 | ||||||||||||||||||||||||||||
|
Total
|
$ | 504,910 | $ | 594,414 | $ | 1,010,354 | $ | 1,137,409 | ||||||||||||||||||||||||
|
Gross
profit:
|
||||||||||||||||||||||||||||||||
|
Industrial
Technology
|
$ | 65,732 | 48.1 | % | $ | 86,837 | 47.4 | % | $ | 128,441 | 48.1 | % | $ | 171,504 | 48.1 | % | ||||||||||||||||
|
Energy
Systems & Controls
|
56,296 | 53.4 | % | 79,874 | 55.2 | % | 111,659 | 52.7 | % | 148,548 | 54.4 | % | ||||||||||||||||||||
|
Scientific
& Industrial Imaging
|
42,466 | 56.0 | % | 49,090 | 53.9 | % | 88,216 | 55.1 | % | 102,678 | 54.7 | % | ||||||||||||||||||||
|
RF
Technology
|
90,576 | 48.4 | % | 89,529 | 51.1 | % | 177,890 | 47.9 | % | 158,990 | 49.7 | % | ||||||||||||||||||||
|
Total
|
$ | 255,070 | 50.5 | % | $ | 305,330 | 51.4 | % | $ | 506,206 | 50.1 | % | $ | 581,720 | 51.1 | % | ||||||||||||||||
|
Operating
profit*:
|
||||||||||||||||||||||||||||||||
|
Industrial
Technology
|
$ | 32,484 | 23.8 | % | $ | 47,591 | 26.0 | % | $ | 61,067 | 22.9 | % | $ | 92,860 | 26.0 | % | ||||||||||||||||
|
Energy
Systems & Controls
|
23,193 | 22.0 | % | 35,577 | 24.6 | % | 40,712 | 19.2 | % | 63,818 | 23.4 | % | ||||||||||||||||||||
|
Scientific
& Industrial Imaging
|
12,401 | 16.3 | % | 15,330 | 16.8 | % | 28,482 | 17.8 | % | 35,345 | 18.8 | % | ||||||||||||||||||||
|
RF
Technology
|
39,423 | 21.1 | % | 41,682 | 23.8 | % | 76,806 | 20.7 | % | 69,711 | 21.8 | % | ||||||||||||||||||||
|
Total
|
$ | 107,501 | 21.3 | % | $ | 140,180 | 23.6 | % | $ | 207,067 | 20.5 | % | $ | 261,734 | 23.0 | % | ||||||||||||||||
|
Operating
profit excluding restructuring*:
|
||||||||||||||||||||||||||||||||
|
Industrial
Technology
|
$ | 34,060 | 24.9 | % | $ | 47,591 | 26.0 | % | $ | 64,437 | 24.1 | % | $ | 92,860 | 26.0 | % | ||||||||||||||||
|
Energy
Systems & Controls
|
24,325 | 23.1 | % | 35,577 | 24.6 | % | 43,236 | 20.4 | % | 63,818 | 23.4 | % | ||||||||||||||||||||
|
Scientific
& Industrial Imaging
|
12,968 | 17.1 | % | 15,330 | 16.8 | % | 29,602 | 18.5 | % | 35,345 | 18.8 | % | ||||||||||||||||||||
|
RF
Technology
|
40,084 | 21.4 | % | 41,682 | 23.8 | % | 77,566 | 20.9 | % | 69,711 | 21.8 | % | ||||||||||||||||||||
|
Total
|
$ | 111,437 | 22.1 | % | $ | 140,180 | 23.6 | % | $ | 214,841 | 21.3 | % | $ | 261,734 | 23.0 | % | ||||||||||||||||
|
Net
Orders:
|
||||||||||||||||||||||||||||||||
|
Industrial
Technology
|
$ | 125,880 | $ | 165,873 | $ | 265,273 | $ | 350,884 | ||||||||||||||||||||||||
|
Energy
Systems & Controls
|
96,144 | 139,247 | 193,958 | 267,583 | ||||||||||||||||||||||||||||
|
Scientific
& Industrial Imaging
|
74,505 | 88,973 | 151,104 | 186,673 | ||||||||||||||||||||||||||||
|
RF
Technology
|
192,225 | 212,394 | 350,008 | 359,350 | ||||||||||||||||||||||||||||
|
Total
|
$ | 488,754 | $ | 606,487 | $ | 960,343 | $ | 1,164,490 | ||||||||||||||||||||||||
* Operating
profit is before unallocated corporate general and administrative
expenses. These expenses
were
$11,537 and $13,639 for the three months ended June 30, 2009 and 2008,
respectively and
$24,311
and $26,927 for the six months ended June 30, 2009 and 2008,
respectively.
Roper
Industries, Inc. and Subsidiaries
Condensed
Consolidated Statements of Cash Flows (unaudited)
(Amounts
in thousands)
|
Six
months ended
|
||||||||
|
June
30,
|
||||||||
|
2009
|
2008
|
|||||||
|
Net
earnings
|
$ | 111,147 | $ | 136,974 | ||||
|
Depreciation
|
17,520 | 16,190 | ||||||
|
Amortization
|
34,308 | 32,582 | ||||||
|
Other,
net
|
(2,113 | ) | (18,450 | ) | ||||
|
Cash
provided by operating activities
|
160,862 | 167,296 | ||||||
|
Business
acquisitions, net of cash acquired
|
(1,248 | ) | (399,708 | ) | ||||
|
Capital
expenditures
|
(12,359 | ) | (14,336 | ) | ||||
|
Other,
net
|
8,014 | (2,271 | ) | |||||
|
Cash
used by investing activities
|
(5,593 | ) | (416,315 | ) | ||||
|
Debt
borrowings (payments), net
|
(105,104 | ) | 84,875 | |||||
|
Dividends
|
(14,850 | ) | (12,907 | ) | ||||
|
Other,
net
|
2,102 | 11,755 | ||||||
|
Cash
provided by (used by) financing activities
|
(117,852 | ) | 83,723 | |||||
|
Effect
of exchange rate changes on cash
|
5,340 | 2,714 | ||||||
|
Net
increase (decrease) in cash and equivalents
|
42,757 | (162,582 | ) | |||||
|
Cash
and equivalents, beginning of period
|
178,069 | 308,768 | ||||||
|
Cash
and equivalents, end of period
|
$ | 220,826 | $ | 146,186 | ||||