rop-20211022
ROPER TECHNOLOGIES INC0000882835false00008828352021-10-222021-10-22

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 22, 2021
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
 
ROPER TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
Delaware
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-1227351-0263969
  
  
(COMMISSION FILE NUMBER)(IRS EMPLOYER IDENTIFICATION NO.)
  
6901 Professional Parkway, Suite 200
Sarasota,Florida34240
  
(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))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each ClassTrading Symbol(s)Name of Each Exchange On Which Registered
Common Stock, $0.01 Par ValueROPNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02. Results of Operations and Financial Condition.
On October 22, 2021, the Company issued a press release containing information about the Company’s results of operations for the quarter ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
 99.1
 104Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 



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 Technologies, Inc.    
   (Registrant)    
        
  BY:/S/ Robert C. Crisci Date:October 22, 2021 
   Robert C. Crisci,
Executive Vice President and Chief Financial Officer
    

 


Document

Contact Information:
Investor Relations
941-556-2601
investor-relations@ropertech.com
https://cdn.kscope.io/6bea7abf4664c42ea6d367d997897afa-roperimageimage1a13a.jpg

Roper Technologies, Inc.

Roper Technologies Announces Third Quarter Results

Sarasota, Florida, October 22, 2021 ... Roper Technologies, Inc. (NYSE: ROP), a leading diversified technology company, reported financial results for the third quarter ended September 30, 2021.

Including discontinued operations, third quarter GAAP diluted earnings per share (“DEPS”) was $2.71, adjusted DEPS was $3.91, EBITDA was $602 million, and operating cash flow was $447 million.

During and subsequent to the third quarter, Roper signed definitive agreements to divest its TransCore, Zetec, and CIVCO Radiotherapy businesses. The financial results for these businesses are reported as discontinued operations for all periods presented.

On a continuing operations basis, GAAP and adjusted revenue increased 22% to $1.46 billion, while organic revenue grew 12%. EBITDA from continuing operations increased 21% to $558 million.

“Operationally, Roper delivered another excellent quarter of performance. Organic revenue growth was 12% and was underpinned by continued solid increases in software recurring revenue. In addition, demand was strong across our portfolio and our product businesses executed well through the global supply chain challenges,” said Neil Hunn, Roper Technologies’ President and CEO.

“Over the past several months, we announced three strategic divestitures that will accelerate the transformation of our portfolio. We anticipate redeploying the net proceeds from these transactions toward our robust pipeline of high-quality acquisition opportunities, enabling us to further enhance the quality of the enterprise,” concluded Mr. Hunn.

Initiating Continuing Operations Guidance

Roper is initiating full year guidance for adjusted DEPS from continuing operations of $14.08 - $14.12.

Previous full year adjusted DEPS guidance was $15.00 - $15.20, which included the businesses now reported in discontinued operations (on a comparable basis, new guidance would be $15.26 - $15.30).

For the fourth quarter of 2021, the Company expects adjusted DEPS from continuing operations of $3.62 - $3.66.

The Company’s guidance excludes the impact of unannounced future acquisitions or divestitures, as well as any redeployment of proceeds from the announced divestitures.

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Conference Call to be Held at 8:30 AM (ET) Today

A conference call to discuss these results has been scheduled for 8:30 AM ET on Friday, October 22, 2021. The call can be accessed via webcast or by dialing +1 844-750-4898 (US/Canada) or +1 412-317-5294 and referencing Roper Technologies. Webcast information and conference call materials will be made available in the Investors section of Roper’s website (www.ropertech.com) prior to the start of the call. The webcast can also be accessed directly by using the following URL https://event.webcast. Telephonic replays will be available for up to two weeks and can be accessed by dialing +1 412-317-0088 with access code 10160696.

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. The 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.

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Table 1: Adjusted DEPS Reconciliation A
(Including Discontinued Operations)
Q3 2020Q3 2021V %
GAAP DEPS$2.21 $2.71 23 %
Purchase accounting adjustment to acquired deferred revenue and commission expense0.02 (0.01)
 B
Transaction-related expenses for completed acquisitions0.08 — 
Amortization of acquisition-related intangible assets C
0.86 1.07 
Internal tax restructuring— 0.11 
Deferred tax adjustment due to held-for-sale classification of Zetec— 0.03 
Adjusted DEPS$3.17 $3.91 23 %

Table 2: Adjusted EBITDA Reconciliation ($M)
(Including Discontinued Operations)
Q3 2020Q3 2021V%
Adjusted EBITDA Reconciliation
GAAP Net Earnings$234 $289 
Taxes69 96 
Interest Expense62 58 
Depreciation13 13 
Amortization117 146 
EBITDA$495 $604 22 %
Purchase accounting adjustment to acquired deferred revenue and commission expense(1)
 B
Transaction-related expenses for completed acquisitions— 
Adjusted EBITDA$501 $602 20 %

Table 3: Adjusted Cash Flow Reconciliation ($M)
(Including Discontinued Operations)
Q3 2020Q3 2021V %
Operating Cash Flow$138 $447 224 %
Cash taxes paid on sale of Gatan192 — 
Deferred tax payments124 — 
Adjusted Operating Cash Flow454 447 (1)%
Capital Expenditures(7)(8)
Capitalized Software Expenditures(5)(7)
Investing activities from Discontinued Operations— (1)
Total Adjusted Free Cash Flow$442 $431 (3)%
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Table 4: Adjusted Revenue and EBITDA Reconciliation ($M)
(From Continuing Operations)
Q3 2020Q3 2021V %
Adjusted Revenue Reconciliation
GAAP Revenue from Continuing Operations$1,198 $1,463 22 %
Purchase accounting adjustment to acquired deferred revenue— 
Adjusted Revenue from Continuing Operations$1,201 $1,463 22 %
Components of Adjusted Revenue Growth from Continuing Operations
Organic12 %
Acquisitions/Divestitures%
Foreign Exchange%
Adjusted Revenue Growth from Continuing Operations22 %
Adjusted EBITDA Reconciliation
GAAP Net Earnings from Continuing Operations$207 $260 
Taxes59 84 
Interest Expense62 58 
Depreciation11 12 
Amortization116 146 
EBITDA from Continuing Operations$456 $560 23 %
Purchase accounting adjustment to acquired deferred revenue and commission expense(1)
 B
Transaction-related expenses for completed acquisitions— 
Adjusted EBITDA from Continuing Operations$462 $558 21 %
% of Adjusted Revenue38.5 %38.2 %(30 bps)

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Table 5: Forecasted Adjusted DEPS Reconciliation A
Q4 2021FY 2021
Low EndHigh EndLow EndHigh End
GAAP DEPS from Continuing Operations$2.57 $2.61 $9.93 $9.97 
Purchase accounting adjustment to acquired deferred revenue and commission expense B
(0.01)(0.01)(0.04)(0.04)
Amortization of acquisition-related intangible assets C
1.06 1.06 4.29 4.29 
Internal tax restructuring— — 0.11 0.11 
Gain on sale related to minority investment in Sedaru— — (0.21)(0.21)
Adjusted DEPS from Continuing Operations$3.62 $3.66 $14.08 $14.12 
GAAP DEPS from Discontinued Operations1.15 1.15 
Deferred tax adjustment due to held-for-sale classification of Zetec
0.03 0.03 
Adjusted DEPS$15.26 $15.30 
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A.All 2020 and 2021 adjustments taxed at 21%.
B.2021 actual results and forecast of estimated acquisition-related fair value adjustments to deferred revenue and commission expense related to the acquisition of Vertafore as shown below ($M except per share data).
Q3 2020AQ3 2021AQ4 2021EFY 2021E
Pretax$$(1)$(1)$(5)
After-tax$$(1)$(1)$(4)
Per Share$0.02 $(0.01)$(0.01)$(0.04)
C.Actual results and forecast of estimated amortization of acquisition-related intangible assets as shown below ($M, except per share data).
Q3 2020AQ3 2021AQ4 2021EFY 2021E
Pretax$115 $144 $144 $578 
After-tax$91 $114 $114 $457 
Per share$0.86 $1.07 $1.06 $4.29 

Note: Numbers may not foot due to rounding.

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About Roper Technologies

Roper Technologies is a constituent of the S&P 500, Fortune 500, and the Russell 1000 indices. Roper operates businesses that design and develop software (both license and software-as-a-service) and engineered products and solutions for a variety of niche end markets. Additional information about Roper is available on the Company’s website at www.ropertech.com.

The information provided in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements may 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, profit and cash flow expectations. Forward-looking statements may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes," "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 any ongoing impacts of the COVID-19 pandemic on our business, operations, financial results and liquidity, which will depend on numerous evolving factors which we cannot accurately predict or assess, including: the duration and scope of the pandemic, new variants of the virus and the distribution and efficacy of vaccines; any negative impact on global and regional markets, economies and economic activity; actions governments, businesses and individuals take in response to the pandemic; the effects of the pandemic, including all of the foregoing, on our customers, suppliers, and business partners, and how quickly economies and demand for our products and services recover after the pandemic subsides. Such risks and uncertainties also include our ability to identify and complete acquisitions consistent with our business strategies, integrate acquisitions that have been completed, realize expected benefits and synergies from, and manage other risks associated with, the newly acquired businesses, as well as complete our announced divestitures, including obtaining any required regulatory approvals with respect thereto. We also face other general risks, including our ability to realize cost savings from our operating initiatives, general economic conditions and the conditions of the specific markets in which we operate, changes in foreign exchange rates, difficulties associated with exports, risks associated with our international operations, cybersecurity and data privacy risks, including litigation resulting therefrom, risks related to political instability, armed hostilities, incidents of terrorism, public health crises (such as the COVID-19 pandemic) or natural disasters, 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 litigation, including asbestos related litigation, 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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Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in millions)
September 30, 2021December 31, 2020
ASSETS:
Cash and cash equivalents$352.5 $308.3 
Accounts receivable, net749.4 745.7 
Inventories, net174.4 165.1 
Income taxes receivable26.6 21.9 
Unbilled receivables102.5 72.8 
Other current assets136.2 114.3 
Current assets held for sale833.6 324.2 
Total current assets2,375.2 1,752.3 
Property, plant and equipment, net105.6 127.3 
Goodwill13,989.2 13,966.0 
Other intangible assets, net6,745.9 7,168.2 
Deferred taxes103.6 103.2 
Other assets408.6 386.2 
Assets held for sale— 521.6 
Total assets$23,728.1 $24,024.8 
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable$146.9 $127.1 
Accrued compensation283.1 262.6 
Deferred revenue995.5 990.2 
Other accrued liabilities411.9 418.6 
Income taxes payable55.9 25.7 
Current portion of long-term debt, net799.2 499.4 
Current liabilities held for sale168.6 120.8 
Total current liabilities2,861.1 2,444.4 
Long-term debt, net of current portion7,529.9 9,061.4 
Deferred taxes1,526.0 1,531.5 
Other liabilities468.8 443.6 
Liabilities held for sale— 64.1 
Total liabilities12,385.8 13,545.0 
Common stock1.1 1.1 
Additional paid-in capital2,276.2 2,097.5 
Retained earnings9,233.2 8,546.2 
Accumulated other comprehensive loss(150.5)(147.0)
Treasury stock(17.7)(18.0)
Total stockholders' equity11,342.3 10,479.8 
Total liabilities and stockholders' equity$23,728.1 $24,024.8 
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Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings (unaudited)
(Amounts in millions, except per share data)
Three months ended September 30,Nine months ended September 30,
2021202020212020
Net revenues$1,462.8 $1,198.2 $4,265.5 $3,518.6 
Cost of sales466.7 388.3 1,366.1 1,148.7 
Gross profit996.1 809.9 2,899.4 2,369.9 
Selling, general and administrative expenses592.6 479.4 1,739.8 1,439.4 
Income from operations403.5 330.5 1,159.6 930.5 
Interest expense, net58.2 62.2 178.2 154.8 
Other income (expense), net(1.7)(2.1)24.9 (4.0)
Earnings before income taxes343.6 266.2 1,006.3 771.7 
Income taxes83.8 59.2 223.6 171.2 
Net earnings from continuing operations259.8 207.0 782.7 600.5 
Net earnings from discontinued operations29.7 27.4 82.1 93.4 
Net earnings$289.5 $234.4 $864.8 $693.9 
Net earnings per share from continuing operations:
Basic$2.47 $1.98 $7.44 $5.75 
Diluted$2.43 $1.95 $7.36 $5.69 
Net earnings per share from discontinued operations:
Basic$0.28 $0.26 $0.78 $0.89 
Diluted$0.28 $0.26 $0.77 $0.88 
Net earnings per share:
Basic$2.75 $2.24 $8.22 $6.64 
Diluted$2.71 $2.21 $8.13 $6.57 
Weighted average common shares outstanding:
Basic105.4 104.7 105.2 104.5 
Diluted106.7 105.9 106.4 105.6 

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Roper Technologies, Inc. and Subsidiaries
Selected Segment Financial Data (unaudited)
(Amounts in millions; percentages of net revenues)
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Amount%Amount%Amount%Amount%
Net revenues:
Application Software$603.4 $447.9 $1,771.6 $1,251.4 
Network Software & Systems343.4 288.1 983.3 864.0 
Measurement & Analytical Solutions392.4 356.9 1,146.8 1,065.3 
Process Technologies123.6 105.3 363.8 337.9 
    Total$1,462.8 $1,198.2 $4,265.5 $3,518.6 
Gross profit:
Application Software$420.2 69.6%$307.6 68.7%$1,228.2 69.3%$851.8 68.1%
Network Software & Systems284.3 82.8%235.1 81.6%807.9 82.2%701.1 81.1%
Measurement & Analytical Solutions224.0 57.1%212.1 59.4%665.7 58.0%636.5 59.7%
Process Technologies67.6 54.7%55.1 52.3%197.6 54.3%180.5 53.4%
    Total$996.1 68.1%$809.9 67.6%$2,899.4 68.0%$2,369.9 67.4%
Operating profit*:
Application Software$164.6 27.3%$125.6 28.0%$472.5 26.7%$336.6 26.9%
Network Software & Systems134.4 39.1%102.3 35.5%368.4 37.5%298.3 34.5%
Measurement & Analytical Solutions119.0 30.3%119.7 33.5%361.6 31.5%352.4 33.1%
Process Technologies37.0 29.9%28.0 26.6%112.5 30.9%80.7 23.9%
    Total$455.0 31.1%$375.6 31.3%$1,315.0 30.8%$1,068.0 30.4%
*Segment operating profit is before unallocated corporate general and administrative expenses. These expenses were $51.5 and $45.1 for the three months ended September 30, 2021 and 2020, respectively, and $155.4 and $137.5 for the nine months ended September 30, 2021 and 2020, respectively.
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Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in millions)
Nine months ended September 30,
20212020
Cash flows from operating activities:
Net earnings from continuing operations$782.7 $600.5 
Adjustments to reconcile net earnings from continuing operations to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment38.2 33.1 
Amortization of intangible assets438.8 318.9 
Amortization of deferred financing costs10.1 7.4 
Non-cash stock compensation102.9 84.8 
Gain on sale of assets, net of tax(21.6)— 
Income tax provision, excluding tax associated with gain on sale of assets218.1171.2
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable(8.9)108.0 
Unbilled receivables(26.2)(9.3)
Inventories(11.0)(15.4)
Accounts payable and accrued liabilities36.8 46.8 
Deferred revenue31.5 (53.0)
Cash tax paid for gain on disposal of businesses— (201.9)
Cash income taxes paid(240.9)(234.6)
Other, net(31.2)(13.8)
Cash provided by operating activities from continuing operations1,319.3 842.7 
Cash provided by operating activities from discontinued operations113.1108.2
Cash provided by operating activities1,432.4 950.9
Cash flows from (used in) investing activities:
Acquisitions of businesses, net of cash acquired(19.4)(5,653.3)
Capital expenditures(22.5)(20.9)
Capitalized software expenditures(22.3)(9.8)
Proceeds used in disposal of businesses(0.1)(4.2)
Proceeds from sale of assets27.1 — 
Other, net(1.0)(2.7)
Cash used in investing activities from continuing operations(38.2)(5,690.9)
Cash used in investing activities from discontinued operations(4.2)(2.1)
Cash used in investing activities(42.4)(5,693.0)
(Continued)
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Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited) - (Continued)
(Amounts in millions)
Nine months ended September 30,
20212020
Cash flows from (used in) financing activities:
Proceeds from senior notes— 3,300.0 
Borrowings (payments) under revolving line of credit, net(1,240.0)1,160.0 
Debt issuance costs— (42.0)
Cash dividends to stockholders(176.9)(160.0)
Proceeds from stock-based compensation, net63.9 72.5 
Treasury stock sales11.8 7.3 
Other— (0.2)
Cash flows provided by (used in) financing activities from continuing operations(1,341.2)4,337.6 
Cash flows provided by (used in) financing activities from discontinued operations0.3 (1.2)
Cash flows provided by (used in) financing activities(1,340.9)4,336.4 
Effect of foreign currency exchange rate changes on cash(4.9)(1.9)
Net increase in cash and cash equivalents44.2 (407.6)
Cash and cash equivalents, beginning of period308.3 709.7 
Cash and cash equivalents, end of period$352.5 $302.1 

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