-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DLdMOBuJaoI4oUtbHJK8QHforDh6lJya5j4u3hL/gXHYHYASRf5X/koOV17fO/9U W4xYzVDw0kc2fcaeFGq3gA== 0000882835-08-000024.txt : 20081024 0000882835-08-000024.hdr.sgml : 20081024 20081023173438 ACCESSION NUMBER: 0000882835-08-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080823 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081024 DATE AS OF CHANGE: 20081023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROPER INDUSTRIES INC CENTRAL INDEX KEY: 0000882835 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 510263969 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12273 FILM NUMBER: 081138055 BUSINESS ADDRESS: STREET 1: 6901 PROFESSIONAL PKWY EAST STREET 2: SUITE 200 CITY: SARASOTA STATE: FL ZIP: 34240 BUSINESS PHONE: 9415562601 MAIL ADDRESS: STREET 1: 6901 PROFESSIONAL PKWY EAST STREET 2: SUITE 200 CITY: SARASOTA STATE: FL ZIP: 34240 FORMER COMPANY: FORMER CONFORMED NAME: ROPER INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19930328 8-K 1 cover8k.htm Q3 PRESS RELEASE

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 23, 2008


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 23, 2008, Roper Industries, Inc. (the “Company”) issued a press release containing information about the Company’s results of operations for the quarter ended September 30, 2008. 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 October 23, 2008.




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 23, 2008


EXHIBIT INDEX

     
Exhibit No.   Description

 
 
99.1   Press Release of the Company dated October 23, 2008
EX-99 2 pressrel.htm 99.1 PRESS REL

Exhibit 99.1
 

 

Contact Information:
Investor Relations

+1 (941) 556-2601
investor-relations@roperind.com

Roper Industries, Inc.



Roper Industries Announces Record Third Quarter Results

Record Q3 Sales, Orders, Backlog, Net Earnings
 
Operating Cash Flow up 51% to $138 Million
 
Company Enhances Balance Sheet and Completes Strategic Acquisitions
 

Sarasota, Florida, October 23, 2008 ... Roper Industries, Inc. (NYSE: ROP) reported results for its third quarter ended September 30, 2008.
 
Reported net earnings were $75 million, up from $65 million in the prior year. Results for the quarter include a previously disclosed $2 million non-cash, after-tax charge for the early termination of the Company’s secured credit facility, which was replaced in July with a new senior unsecured credit facility. Excluding this charge, reported net earnings were $77 million and diluted earnings per share (DEPS) were $0.82, consistent with the Company’s guidance and up from $0.70 in the prior year. Reported DEPS including the charge were $0.80.
 
Net sales in the quarter were $593 million, an increase of 11% compared to the 2007 third quarter. Backlog increased 16% from the prior year to $617 million, reflecting the benefit from acquisitions and continued internal growth. Net orders increased 9% to $581 million. Operating margin expanded 100 basis points to 22.3% in the quarter. Operating cash flow in the third quarter increased to $138 million, representing 184% of net earnings. Year to date operating cash flow increased 35% to $306 million.

"We are very pleased by Roper’s operating performance and strategic accomplishments in the third quarter," said Brian Jellison, Roper's Chairman, President and CEO. "For the third consecutive quarter, we have increased revenue by 10%, excluding the impact of foreign exchange. Despite difficult prior year comparables and interruptions from Hurricane Ike to our Houston based Energy segment businesses we were able to generate 4% organic growth in these difficult markets. We expect this combination of organic growth and sales generated by this year’s acquisitions will continue to provide revenue growth in the fourth quarter. During the quarter our businesses generated record cash flow and margins continued to expand, reflecting our disciplined cost management. Although we remain focused on the macroeconomic challenges and expected weakness in the global economy, we remain optimistic that we can continue to balance growth through our organic initiatives and proven acquisition process.”

Acquisitions

During the quarter, Roper acquired Technolog, the leading UK provider of specialty electronic products and services for the water, gas and electricity markets, further expanding the reach of its RF segment in the global utilities market. The Company also acquired Horizon Software International, the leading provider of comprehensive software solutions for meal planning and cashless transactions for the K-12 education market, adding to its growing CBORD business acquired in February, 2008.
 

Balance Sheet Strengthened
 

“As a result of the strength of our businesses and consistent cash flow generation, we were able to strategically restructure our debt during the quarter. We negotiated an unsecured credit facility, were upgraded to investment grade and successfully completed a public debt offering,” continued Mr. Jellison.

On August 4, 2008, Roper completed the public offering of $500 million of 6.625% Notes due 2013. The net proceeds from the offering were used to repay a portion of the $750 million revolving credit line established July 7, 2008, under Roper’s new senior unsecured credit facility.

“Roper’s ability to complete this offering in one of the most difficult credit markets we have seen reflects the considerable strength of our businesses and our balance sheet. We are very pleased to have achieved an investment grade rating and have ample financial resources to continue executing our business model despite the highly volatile environment,” Mr. Jellison said. The Company ended the third quarter with $156 million cash on hand and over $435 million of undrawn capacity in its revolving credit facility.

Debt Extinguishment Charge

As previously announced, third quarter results include a $2 million non-cash after-tax charge for early termination of the Company’s amended and restated secured credit facility, dated December 13, 2004, reflecting this facility’s remaining unamortized fees.
 

Guidance

Roper is increasing full year operating cash flow guidance from $390 million to $410 million. In light of a higher interest rate environment and a more uncertain global economy, the Company is establishing fourth quarter DEPS guidance of $0.83 - $0.86. The Company expects full year DEPS of $3.13 - $3.16 (previously $3.16 - $3.22). The Company’s guidance excludes future acquisitions and the debt extinguishment charges in the third quarter, while including the dilutive effect of the senior subordinated convertibles notes based on the stock price through October 17, 2008. Including the debt extinguishment charges described above, the Company expects full year DEPS of $3.11 - $3.14, with no effect on full year cash flow or fourth quarter DEPS guidance.

Conference call to be held at 10:00 (ET) Tomorrow
 

A conference call to discuss these results has been scheduled for 10:00 AM ET on Friday, October 24, 2008. The call can be accessed via webcast or by dialing +1 (800) 239-9838 or +1 (913) 312-1264, using confirmation code 2049770. Webcast information and conference call materials will be made available in the “Investor” 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 access code 2049770.

Reconciliation to Non-GAAP Measures

Table 1: Sales Growth

 

Q1
2008

Q2
2008

Q3
2008

Organic Growth

7%

4%

4%

Acquisitions / Divestitures

4%

6%

6%

Rounding

(1%)

-

-

       

Sub-Total: Growth Excluding FX

10%

10%

10%

       

Foreign Currency (FX)

3%

2%

1%

Total Sales Growth

13%

12%

11%



Table 2: Net Earnings (Millions)

 

Q3
2007

Q3
2008

%
Change

Reported Net Earnings

$65

$75

15%

Non-Cash Debt Extinguishment Charge

-

2

nm

Adjusted Net Earnings

65

77

19%



Table 3: Diluted Earnings Per Share (DEPS)

 

Q3
2008

Reported Net Earnings

$0.80

Non-Cash Debt Extinguishment Charge

$0.02

Adjusted Net Earnings

$0.82



About Roper Industries
 

Roper Industries is a market-driven, diversified growth company with trailing twelve month 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 atwww.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, 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)

 

September 30,

December 31,

ASSETS

2008

2007

     

CURRENT ASSETS:

   

Cash and cash equivalents

$

156,272

$

308,768

Accounts receivable

396,815

359,808

Inventories

196,089

174,138

Deferred taxes

33,714

27,800

Unbilled receivable

69,251

60,218

Other current assets

29,462

20,405

     Total current assets

 

881,603

 

951,137

     

PROPERTY, PLANT AND EQUIPMENT, NET

 

115,762

 

107,513

     

OTHER ASSETS:

   

Goodwill

2,164,632

1,706,083

Other intangible assets, net

827,649

613,505

Deferred taxes

33,762

23,854

Other assets

50,023

51,092

     Total other assets

 

3,076,066

 

2,394,534

     

TOTAL ASSETS

$

4,073,431

$

3,453,184

     
     

LIABILITIES AND STOCKHOLDERS' EQUITY

   
     

CURRENT LIABILITIES:

   

Accounts payable

$

128,335

$

115,809

Accrued liabilities

260,862

194,055

Income taxes payable

32,297

24,121

Deferred taxes

-

2,442

Current portion of long-term debt

232,676

331,103

     Total current liabilities

 

654,170

 

667,530

     

NONCURRENT LIABILITIES:

   

Long-term debt

1,113,674

727,489

Deferred taxes

252,814

221,411

Other liabilities

42,681

46,948

     Total liabilities

 

2,063,339

 

1,663,378

     

STOCKHOLDERS' EQUITY:

   

Common stock

919

910

Additional paid-in capital

790,668

757,318

Retained earnings

1,139,863

944,886

Accumulated other comprehensive earnings

100,431

108,732

Treasury stock

 

(21,789

)

 

(22,040

)

     Total stockholders' equity

 

2,010,092

 

 

1,789,806

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $

4,073,431

 $ 3,453,184


 

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings (unaudited)
(Amounts in thousands, except per share data)

 

Three months ended

 

Nine months ended

 

September 30,

 

September 30,

 

2008

2007

 

2008

2007

           

Net sales

$

593,100

$

532,902

 

$

1,730,509

$

1,541,965

Cost of sales

284,340

261,123

 

840,029

769,643

           

Gross profit

308,760

271,779

 

890,480

772,322

           

Selling, general and administrative expenses

176,461

158,041

 

523,374

457,777

           

Income from operations

132,299

113,738

 

367,106

314,545

           

Interest expense

14,322

13,119

 

36,833

39,957

Other expense

2,836

404

 

1,695

1,884

           

Earnings from continuing operations before

         

   income taxes

115,141

100,215

 

328,578

272,704

           

Income taxes

39,942

35,075

 

114,124

94,901

           

Net Earnings

$

75,199

$

65,140

 

$

214,454

$

177,803

           
           
           

Earnings per share:

         

     Basic

 

$

0.84

$

0.74

 

$

2.40

$

2.01

     Diluted

$

0.80

$

0.70

 

$

2.28

$

1.91

           

Weighted average common and common

         

   equivalent shares outstanding:

         

     Basic

89,629

88,575

 

89,381

88,286

     Diluted

94,251

93,559

 

94,026

92,934





 

Roper Industries, Inc. and Subsidiaries
Selected Segment Financial Data (unaudited)
(Amounts in thousands and percents of net sales)

 

Three months ended September 30,

Nine months ended September 30,

 

2008

2007

2008

2007

 

Amount

%

Amount

%

Amount

%

Amount

%

Net sales:

               

Industrial Technology

$

169,065

 

$

161,828

 

$

525,929

 

$

477,667

 

Energy Systems & Controls

137,535

 

131,033

 

410,638

 

361,044

 

Scientific & Industrial Imaging

94,610

 

91,331

 

282,206

 

277,042

 

RF Technology

191,890

 

148,710

 

511,736

 

426,212

 

     Total

$

593,100

 

$

532,902

 

$

1,730,509

 

$

1,541,965

 
                 
                 

Gross profit:

               

Industrial Technology

$

82,215

48.6

%

$

78,394

48.4

%

$

253,719

48.2

%

$

228,407

47.8

%

Energy Systems & Controls

75,172

54.7

%

70,907

54.1

%

223,720

54.5

%

191,159

52.9

%

Scientific & Industrial Imaging

51,457

54.4

%

50,242

55.0

%

154,135

54.6

%

152,629

55.1

%

RF Technology

99,916

52.1

%

72,236

48.6

%

258,906

50.6

%

200,127

47.0

%

     Total

$

308,760

52.1

%

$

271,779

51.0

%

$

890,480

51.5

%

$

772,322

50.1

%

                 
                 

Operating profit*:

               

Industrial Technology

$

43,767

25.9

%

$

42,065

26.0

%

$

136,627

26.0

%

$

120,721

25.3

%

Energy Systems & Controls

32,541

23.7

%

31,858

24.3

%

96,359

23.5

%

81,579

22.6

%

Scientific & Industrial Imaging

18,746

19.8

%

16,385

17.9

%

54,091

19.2

%

53,453

19.3

%

RF Technology

50,191

26.2

%

34,997

23.5

%

119,902

23.4

%

90,669

21.3

%

     Total

$

145,245

24.5

%

$

125,305

23.5

%

$

406,979

23.5

%

$

346,422

22.5

%

                 
                 

Net Orders:

               

Industrial Technology

$

163,442

 

$

153,236

 

$

514,326

 

$

479,100

 

Energy Systems & Controls

134,970

 

145,855

 

402,553

 

376,611

 

Scientific & Industrial Imaging

102,933

 

95,339

 

289,606

 

277,918

 

RF Technology

179,274

 

138,513

 

538,624

 

425,121

 

     Total

$

580,619

 

$

532,943

 

$

1,745,109

 

$

1,558,750

 




* Operating profit is before unallocated corporate general and administrative expenses. These expenses
were $12,946 and $11,567 for the three months ended September 30, 2008 and 2007, respectively, and

$39,873 and $31,877 for the nine months ended September 30, 2008 and 2007, respectively.

 

 

Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in thousands)

 

Nine months ended

 

September 30,

 

2008

2007

Net earnings

$

214,454

$

177,803

Depreciation

24,775

23,560

Amortization

50,588

46,643

Other, net

 

15,722

 

(21,035

)

   Cash provided by operating activities

305,539

226,971

     

Business acquisitions, net of cash acquired

(701,935

)

(106,287

)

Capital expenditures

(20,787

)

(19,591

)

Other, net

 

(4,084

)

 

(3,596

)

   Cash used by investing activities

(726,806

)

(129,474

)

     

Debt borrowings/(payments), net

274,527

(50,666

)

Dividends

(19,393

)

(17,182

)

Other, net

 

16,215

 

20,806

   Cash provided/(used) by financing activities

271,349

(47,042

)

     

Effect of exchange rate changes on cash

 

(2,578

)

 

5,998

     

Net increase (decrease) in cash and equivalents

(152,496

)

56,453

Cash and equivalents, beginning of period

 

308,768

 

69,478

     

Cash and equivalents, end of period

$

156,272

$

125,931



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