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 26, 2010
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)
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1-12273
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51-0263969
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(COMMISSION
FILE NUMBER)
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(IRS EMPLOYER
IDENTIFICATION NO.)
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6901 PROFESSIONAL PKWY. EAST,
SUITE 200, SARASOTA, FLORIDA
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34240
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(ADDRESS OF
PRINCIPAL EXECUTIVE OFFICES)
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(ZIP
CODE)
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(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
26, 2010, Roper Industries, Inc. (the “Company”) issued a press release
containing information about the Company’s results of operations for
the quarter ended March 31, 2010. A copy of the press release is furnished
as Exhibit
99.1.
In the
press release, the Company uses the non-GAAP financial measures EBITDA and
Free Cash Flow. 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. Free Cash
Flow is defined as "Cash Provided by Operating Activities" ("Operating Cash
Flow") as stated in our Consolidated Statements of Cash Flows, reduced by
capital expenditures. We believe that Free Cash Flow is useful to investors as
the basis for comparing our performance and coverage ratios with other companies
in our industries, although our measure of Free Cash Flow may not be comparable
to similar measures used by other companies.
Item 9.01.
Financial Statements and Exhibits.
(a) Financial Statements of Businesses
Acquired.
(b) Pro Forma Financial
Information.
(c) Shell Company
Transactions.
(d) Exhibits.
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99.1 Press Release of the Company dated April
26, 2010. |
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.
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Roper Industries, Inc. |
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(Registrant) |
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BY: |
/s/ John
Humphrey |
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John
Humphrey,
Vice President and Chief Financial Officer |
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Date: April
26, 2010 |
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EXHIBIT INDEX
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| Exhibit No. |
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Description |
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| 99.1 |
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Press Release of the Company dated
April
26, 2010 |