rop-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 1-12273

ROPER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Delaware		51-0263969
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6496 University Parkway
Sarasota,	Florida	34240
(Address of principal executive offices)		(Zip Code)

(941) 556-2601

(Registrant’s telephone number, including area code)

6901 Professional Parkway, Suite 200

Sarasota, Florida 34240

(Former name, former address and former fiscal year, if changed since last report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange On Which Registered

Common Stock, $0.01 Par Value

ROP

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☒	Large accelerated filer	☐	Accelerated filer

☐	Non-accelerated filer	☐	Smaller reporting company

		☐	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

The number of shares outstanding of the registrant’s common stock as of October 27, 2023 was 106,822,117.

ROPER TECHNOLOGIES, INC.

REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited):

	Condensed Consolidated Statements of Earnings	3

	Condensed Consolidated Statements of Comprehensive Income	4

	Condensed Consolidated Balance Sheets	5

	Condensed Consolidated Statements of Cash Flows	6

	Condensed Consolidated Statements of Changes in Stockholders ’ Equity	8

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management ’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

	Signatures	31

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Roper Technologies, Inc.

Condensed Consolidated Statements of Earnings (unaudited)

(in millions, except per share data)


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Net revenues	$	1,563.4	$	1,350.3	$	4,564.3	$	3,940.9
Cost of sales	467.1		408.5		1,382.3		1,190.4
Gross profit	1,096.3		941.8		3,182.0		2,750.5

Selling, general and administrative expenses	650.2		548.6		1,899.6		1,638.5
Income from operations	446.1		393.2		1,282.4		1,112.0

Interest expense, net	42.4		41.3		114.6		138.6
Equity investment activity, net	33.9		—		98.7		—
Other income (expense), net	5.0		3.6		(0.1)		0.2


Earnings before income taxes	442.6		355.5		1,266.4		973.6

Income taxes	97.0		78.6		275.5		235.3

Net earnings from continuing operations	345.6		276.9		990.9		738.3

Earnings (loss) from discontinued operations, net of tax	(2.9)		49.0		(4.1)		170.3
Gain on disposition of discontinued operations, net of tax	4.5		1.1		8.4		1,707.7
Net earnings from discontinued operations	1.6		50.1		4.3		1,878.0

Net earnings	$	347.2	$	327.0	$	995.2	$	2,616.3

Net earnings per share from continuing operations:
Basic	$	3.23	$	2.61	$	9.30	$	6.97
Diluted	$	3.21	$	2.59	$	9.23	$	6.91

Net earnings per share from discontinued operations:
Basic	$	0.02	$	0.47	$	0.04	$	17.74
Diluted	$	0.02	$	0.47	$	0.04	$	17.59

Net earnings per share:
Basic	$	3.25	$	3.08	$	9.34	$	24.71
Diluted	$	3.23	$	3.06	$	9.27	$	24.50

Weighted average common shares outstanding:
Basic	106.7		106.0		106.5		105.9
Diluted	107.6		106.8		107.3		106.8

See accompanying notes to Condensed Consolidated Financial Statements.

Roper Technologies, Inc.

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(in millions)


	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Net earnings	$	347.2	$	327.0	$	995.2	$	2,616.3

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(50.1)		(180.9)		10.2		(285.6)
Total other comprehensive income (loss), net of tax	(50.1)		(180.9)		10.2		(285.6)

Comprehensive income	$	297.1	$	146.1	$	1,005.4	$	2,330.7

See accompanying notes to Condensed Consolidated Financial Statements.

Roper Technologies, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(in millions)


	September 30, 2023		December 31, 2022
ASSETS:

Cash and cash equivalents	$	299.5	$	792.8
Accounts receivable, net	746.4		724.5
Inventories, net	122.5		111.3
Income taxes receivable	55.2		61.0
Unbilled receivables	112.1		91.5
Other current assets	168.8		151.3

Total current assets	1,504.5		1,932.4

Property, plant and equipment, net	98.3		85.3
Goodwill	17,047.6		15,946.1
Other intangible assets, net	8,343.6		8,030.7
Deferred taxes	52.1		55.9
Equity investments	736.4		535.0
Other assets	405.5		395.4

Total assets	$	28,188.0	$	26,980.8

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Accounts payable	$	135.8	$	122.6
Accrued compensation	225.3		228.8
Deferred revenue	1,496.7		1,370.7
Other accrued liabilities	389.5		454.6
Income taxes payable	66.1		16.6
Current portion of long-term debt, net	499.3		699.2

Total current liabilities	2,812.7		2,892.5

Long-term debt, net of current portion	6,379.0		5,962.5
Deferred taxes	1,546.0		1,676.8
Other liabilities	411.6		411.2

Total liabilities	11,149.3		10,943.0

Commitments and contingencies (Note 10)

Common stock	1.1		1.1
Additional paid-in capital	2,723.8		2,510.2
Retained earnings	14,507.5		13,730.7
Accumulated other comprehensive loss	(176.8)		(187.0)
Treasury stock	(16.9)		(17.2)
Total stockholders’ equity	17,038.7		16,037.8

Total liabilities and stockholders’ equity	$	28,188.0	$	26,980.8

See accompanying notes to Condensed Consolidated Financial Statements.

Roper Technologies, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

(in millions)


	Nine months ended September 30,
	2023		2022
Cash flows from operating activities:
Net earnings from continuing operations	$	990.9	$	738.3
Adjustments to reconcile net earnings from continuing operations to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment	26.3		28.0
Amortization of intangible assets	532.8		438.4
Amortization of deferred financing costs	7.7		9.2
Non-cash stock compensation	99.2		90.8
Equity investment activity, net	(98.7)		—

Income tax provision	275.5		235.3
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable	25.8		48.3
Unbilled receivables	(15.3)		(21.7)
Inventories	(11.2)		(33.6)
Accounts payable	12.1		24.7
Other accrued liabilities	(72.0)		(59.0)
Deferred revenue	18.6		(15.2)
Cash taxes paid for gain on disposal of businesses	(16.4)		(534.6)
Cash income taxes paid, excluding tax associated with gain on disposal of businesses	(335.6)		(397.5)
Other, net	(24.0)		(1.2)
Cash provided by operating activities from continuing operations	1,415.7		550.2
Cash provided by (used in) operating activities from discontinued operations	(2.4)		112.7
Cash provided by operating activities	1,413.3		662.9

Cash flows from (used in) investing activities:
Acquisitions of businesses, net of cash acquired	(1,970.1)		(580.9)
Capital expenditures	(37.8)		(30.0)
Capitalized software expenditures	(28.7)		(21.9)


Distributions from equity investment	25.3		—
Other, net	0.6		(1.8)
Cash used in investing activities from continuing operations	(

SEC Form 10-Q filed by Roper Technologies Inc.