cover8k.htm
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
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))
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.
(b) Pro Forma Financial
Information.
(c) Shell Company
Transactions.
(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 |