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 28, 2013

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))

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On October 28, 2013, Roper Industries, Inc. (the "Company") issued a press release containing information about the Company's results of operations for the quarter ended September 30, 2013. A copy of the press release is furnished as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

 

(d) Exhibits.

 

99.1 Press Release of the Company dated October 28, 2013.

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: October 28, 2013

 

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release of the Company dated October 28, 2013

Substantial Increases in Orders, Revenue and Net Earnings

Operating Cash Flow Increased 25% to $256 million

Sarasota, Florida, October 28, 2013 ... Roper Industries, Inc. (NYSE: ROP) reported financial results for the third quarter ended September 30, 2013.

Roper reports results, including revenue, operating margin, net income and diluted earnings per share, on a GAAP and adjusted basis.  Adjusted measures are reconciled to the corresponding GAAP measures at the end of this release.

Third quarter GAAP net earnings increased 17% to $136 million compared to $117 million in the comparable period in the prior year.  Adjusted net earnings were $142 million, a 15% increase from the prior year.  Third quarter GAAP diluted earnings per share were $1.36 and adjusted diluted earnings per share were $1.42, within the company's guidance of $1.40 - $1.46.  Orders increased 18% to $846 million.  GAAP revenue increased 11% to $828 million and adjusted revenue increased 11% to $837 million.

GAAP gross margin increased 260 basis points to 58.3% and adjusted gross margin increased to 58.7%, a 280 basis point gain over the prior year.  Operating cash flow in the quarter was $256 million, a 25% increase over the prior year.

"We are pleased to deliver record third quarter results with strong operating performance, exceptional margins and outstanding cash flow," said Brian Jellison, Roper's Chairman, President and CEO.  "Orders increased 18%, including 7% organic growth in the quarter and backlog increased to a record $1.04 billion.  Organic revenue increased 3%, slightly below our expectations, primarily due to declines in our nuclear test business and lower than expected growth in energy end markets.  We posted record margin performance and exceptional cash flow, with free cash flow of $244 million."

On October 4, 2013, the company completed the acquisition of Advanced Sensors Ltd, a leading technology provider of instrumentation and detection solutions for offshore oil and gas applications, for £34 million.  "Advanced Sensors adds new technology and capabilities to our PAC business," said Mr. Jellison.  "We continue to have an attractive pipeline of acquisition opportunities and are well positioned with well over $1 billion of cash and available liquidity."

Roper is reaffirming that it expects operating cash flow for 2013 to exceed $800 million as a result of its continued strong margin and cash performance.

"We believe that growth in energy and select other markets will be slower than anticipated in the fourth quarter and, as such, we are updating our revenue and diluted earnings per share guidance for the full year," said Mr. Jellison.  "We now expect fourth quarter revenue to increase 7% - 9% compared to last year, including organic growth of 3% - 4%.  We expect full year adjusted diluted earnings per share to be in the range of $5.57 - $5.63 compared to our previous guidance of $5.72 - $5.86.  Fourth quarter adjusted diluted earnings per share is expected to be $1.57 - $1.63."

The company's guidance for full year adjusted diluted earnings per share includes the recognition of acquired revenue which will be excluded under GAAP's purchase accounting rules, and also excludes certain items as detailed later in this press release under the heading "Use of Non-GAAP Financial Measures."  The company's guidance excludes the impact of any future acquisitions.

A conference call to discuss these results has been scheduled for 8:30 AM ET on Monday, October 28, 2013.  The call can be accessed via webcast or by dialing +1 888-389-5988 (US/Canada) or +1 719-325-2454, using confirmation code 1799585.  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 1799585.

 

Use of Non-GAAP Financial Information

The company supplements its consolidated financial statements presented on a GAAP basis with certain non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making.  Reconciliation of non-GAAP measures to their most directly comparable GAAP measures are included in the accompanying financial schedules or tables.  Non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

Table 1:  Third Quarter Revenue Growth

 

 

Table 2:  Third Quarter Adjusted Diluted Earnings Per Share

 

Table 3:  Free Cash Flow

 

Table 4:  Full Year 2013 Adjusted Diluted Earnings Per Share Guidance

Roper Industries is a diversified growth company and is a constituent of the S&P 500, Fortune 1000, and the Russell 1000 indices. Roper provides engineered products and solutions for global niche markets, including software information networks, medical, water, energy, and transportation. Additional information about Roper 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.

# # #

 

 

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		Three months ended September 30,																Nine months ended September 30,
		2013								2012								2013								2012
		Amount				%				Amount				%				Amount				%				Amount				%
Net sales:
Industrial Technology		$	200,684							$	199,008							$	580,466							$	598,088
Energy Systems & Controls			155,058								158,169								456,031								461,508
Medical & Scientific Imaging			237,338								172,475								645,739								486,207
RF Technology			234,730								217,989								666,719								637,776
Total		$	827,810							$	747,641							$	2,348,955							$	2,183,579
Gross profit:
Industrial Technology		$	101,259				50.5	%		$	102,569				51.5	%		$	296,414				51.1	%		$	304,002				50.8	%
Energy Systems & Controls			88,104				56.8	%			87,782				55.5	%			256,431				56.2	%			254,325				55.1	%
Medical & Scientific Imaging			167,433				70.5	%			112,013				64.9	%			440,718				68.3	%			314,411				64.7	%
RF Technology			125,829				53.6	%			114,191				52.4	%			356,145				53.4	%			332,618				52.2	%
Total		$	482,625				58.3	%		$	416,555				55.7	%		$	1,349,708				57.5	%		$	1,205,356				55.2	%
Operating profit*:
Industrial Technology		$	60,753				30.3	%		$	60,628				30.5	%		$	164,278				28.3	%		$	180,211				30.1	%
Energy Systems & Controls			41,076				26.5	%			42,890				27.1	%			118,432				26.0	%			118,749				25.7	%
Medical & Scientific Imaging			71,968				30.3	%			46,190				26.8	%			179,433				27.8	%			125,231				25.8	%
RF Technology			66,469				28.3	%			58,002				26.6	%			183,828				27.6	%			166,516				26.1	%
Total		$	240,266				29.0	%		$	207,710				27.8	%		$	645,971				27.5	%		$	590,707				27.1	%
Net Orders:
Industrial Technology		$	197,549							$	191,955							$	581,862							$	598,077
Energy Systems & Controls			148,922								147,304								466,414								458,455
Medical & Scientific Imaging			262,320								177,528								688,673								494,250
RF Technology			229,484								202,959								711,419								661,826
Total		$	838,275							$	719,746							$	2,448,368							$	2,212,608

 

  *  Operating profit is before unallocated corporate general and administrative expenses.  These expenses were $20,917 and $24,453 for the three months ended September 30, 2013 and 2012, respectively and $61,699 and $58,362 for the nine months ended September 30, 2013 and 2012, respectively.

 

 

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Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in thousands)
		Nine months ended
		September 30,
		2013				2012
Net earnings		$	372,590			$	339,830
Non-cash items:
Depreciation			28,269				28,402
Amortization			111,210				82,398
Stock-based compensation expense			40,040				30,143
Income taxes			(12,643	)			(14,258	)
Changes in assets and liabilities:
Receivables			29,844				3,987
Inventory			(15,202	)			(2,985	)
Accounts payable			3,557				5,041
Accrued liabilities			9,498				(13,658	)
Other, net			(390	)			7,314
Cash provided by operating activities			566,773				466,214
Business acquisitions, net of cash acquired			(1,014,952	)			(1,445,549	)
Capital expenditures			(33,349	)			(29,236	)
Other, net			1,596				654
Cash used by investing activities			(1,046,705	)			(1,474,131	)
Principal debt borrowings			800,000				-
Principal debt payments			(502,115	)			(26,826	)
Revolver borrowings, net			290,000				1,050,000
Debt issuance costs			(7,717	)			(4,551	)
Dividends			(32,706	)			(40,102	)
Excess tax benefit from share-based payment			7,763				19,873
Proceeds from stock-based compensation, net			16,839				40,105
Premium on convertible debt conversions			(5,100	)			(19,149	)
Other, net			2,556				644
Cash provided by financing activities			569,520				1,019,994
Effect of exchange rate changes on cash			(198	)			4,931
Net increase in cash and equivalents			89,390				17,008
Cash and equivalents, beginning of period			370,590				338,101
Cash and equivalents, end of period		$	459,980			$	355,109