8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANTTO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

April 25, 2016

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)

1-12273	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 25, 2016, Roper Technologies, Inc. (the "Company") issued a press release containing information about the Company's results of operations for the quarter ended March 31, 2016. A copy of the press release is furnished as Exhibit 99.1.  In the press release, the Company uses several non-GAAP financial measures: non-GAAP Revenue, non-GAAP Gross Profit, non-GAAP Operating Margin, non-GAAP Diluted Earnings per Share, EBITDA, Adjusted Operating Cash Flow, Free Cash Flow and Adjusted Free Cash Flow.

Business combination accounting rules required Roper to account for the fair value of deferred revenue assumed in connection with the 2015 acquisitions of Data Innovations, SoftWriters, Strata Decision Technology, OnCenter Software, Aderant and Atlas Database Software and the 2016 acquisition of CliniSys Group, Ltd. The fair value is based on the assumed cost of having a third-party provide the relevant support services rather than the contracted amount under the contracts. Because the fair value is less than the contracted amount, Roper's GAAP revenues for the one year period subsequent to the acquisitions will not reflect the full amount of revenue that would have otherwise been recorded by the acquired companies had they remained independent companies. The Adjusted Revenue measure is intended to reflect the full amount that would have been recognized as revenue, absent the fair value adjustment.

Business combination accounting rules require Roper to increase the carrying value of inventory acquired to fair value at the date of purchase (inventory step-up).  Roper's GAAP gross profit for the four months subsequent to the first quarter acquisition of PCI Medical will not reflect the full amount of gross profit that would have otherwise been recorded by the entity had it remained an independent company.  The Adjusted Gross Profit measure is intended to reflect the full amount that would have been recognized by PCI Medical, absent the fair value adjustment.

The non-GAAP Revenue, non-GAAP Gross Profit, non-GAAP Operating Margin, non-GAAP Net Income and non-GAAP Diluted Earnings per Share reflect these adjustments. The Company believes these non-GAAP measures are useful to investors as a measure of the ongoing performance of its business.

EBITDA as shown in the press release is defined as adjusted net earnings plus (a) interest expense, (b) income taxes and (c) depreciation and amortization. The Company believes EBITDA is an important indicator of operational performance of the Company's business. 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 Roper's Consolidated Statements of Cash Flows, reduced by capital expenditures. The Company believes that Free Cash Flow is useful to investors as a basis for comparing its performance with other companies. Roper's measure of Free Cash Flow may not be comparable to similar measures used by other companies.  Adjusted Free Cash Flow is Free Cash Flow adjusted for income taxes paid in the first quarter of 2016 that were related to the gain recognized on the sale of the Abel business in the fourth quarter of 2015.  A reconciliation of Operating Cash Flow to Adjusted Free Cash Flow is included in the press release furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of the Company dated April 25, 2016.

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/ John Humphrey	Date: April 25, 2016
	John Humphrey, Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated April 25, 2016

EX-99.1

 

Contact Information: Investor Relations 941-556-2601investor-relations@ropertech.com Roper Technologies, Inc.

Roper Technologies Announces First Quarter Results

GAAP DEPS of $1.48; Adjusted DEPS of $1.50

Orders Increased 9% to Record $927 Million

Sarasota, Florida, April 25, 2016 ... Roper Technologies, Inc. (NYSE: ROP) reported financial results for the first quarter ended March 31, 2016.

Roper reports results, including revenue, operating margin, net income and diluted earnings per share, on a GAAP and adjusted basis.  Adjusted measures are reconciled to the corresponding GAAP measures at the end of this release.

First quarter GAAP revenue increased 4% to $902 million and adjusted revenue grew 4% to $906 million.  GAAP diluted earnings per share (DEPS) were $1.48 and adjusted DEPS were $1.50.  Orders increased 9% in the quarter and backlog increased 7% to a record $1.12 billion.

GAAP gross margin increased to 62.0% and adjusted gross margin increased 210 basis points to 62.1%.  EBITDA increased 4% to $307 million.  Operating cash flow was $207 million, which included tax payments associated with the gain on the divestiture of Abel Pump in the fourth quarter of 2015.  Excluding these tax payments, adjusted operating cash flow was $245 million and adjusted free cash flow was $235 million, representing 26% of revenue.

"We are very pleased with our performance in the quarter," said Brian Jellison, Roper's Chairman, President and CEO.  "Although energy markets were weak as expected, strong contributions from our software and medical products businesses resulted in record revenue for the quarter.  Our businesses continued to generate strong margin performance, with gross margin expansion in all four segments.  In addition, orders strengthened across the enterprise, with three segments recording a book-to-bill ratio of 1.03 or greater."

"During the quarter we completed the acquisition of Clinisys Group, Ltd., adding to our platform of software solutions for hospital laboratories," Mr. Jellison continued.  "In addition, we acquired PCI Medical, a provider of disinfection systems that complement our Civco Medical Solutions business.  Roper's pipeline of acquisition opportunities remains attractive and the Company expects to deploy over $1 billion in 2016."

2016 Guidance

Roper maintained its guidance for full year adjusted diluted earnings per share of $6.85 - $7.15.  The Company expects second quarter adjusted diluted earnings per share to be $1.56 - $1.61.  The Company's guidance excludes the impact of any future acquisitions or divestitures.

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.

Table 1:  Revenue Growth Detail

	2016		2015		V	%
Q1 GAAP Revenue	$	902.4	$	865.3	4.3	%
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue		3.3		1.9
Q1 Adjusted Revenue	$	905.7	$	867.2	4.4	%
Components of Adjusted Revenue Growth
Acquisitions					9.6	%
Divestiture					(1.0	%)
Organic					(3.2	%)
Foreign Exchange					(1.0	%)
Total Growth					4.4	%

Table 2:  Reconciliation of Q1 2016 GAAP DEPS to Adjusted DEPS

		Q1 2016
GAAP Diluted Earnings Per Share (DEPS)	$	1.48
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue	$	0.02
Add:  Acquisition-Related Inventory Step-up Charge	$	0.00
Adjusted DEPS	$	1.50

Table 3:  Q1 2016 Adjusted Gross Margin Reconciliation

	2016			2015			V% / V Bps
Q1 GAAP Revenue	$	902.4		$	865.3
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue		3.3			1.9
Q1 Adjusted Revenue	$	905.7		$	867.2
Q1 GAAP Gross Profit	$	559.5		$	518.2
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue		3.3			1.9
Add:  Acquisition-Related Inventory Step-up Charge		0.1			--
Adjusted Gross (B)		562.9			520.1
GAAP Gross Margin		62.0	%		59.9	%	+210 bps
Adjusted Gross Margin (B) / (A)		62.1	%		60.0	%	+210 bps

Table 4:  Q1 EBITDA Reconciliation

	2016		2015		V	%
GAAP Net Earnings	$	151.4	$	155.8
Add:  Taxes		66.0		70.6
Add:  Amortization		49.5		38.4
Add:  Interest Expense		27.4		19.8
Add:  Depreciation		9.7		9.9
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue		3.3		1.9
Add:  Acquisition-Related Inventory Step-up Charge		0.1		--
Rounding		0.1		--
EBITDA		307.5		296.4	+4	%

Table 5:  Q1 Cash Flow Reconciliation

	2016
GAAP Operating Cash Flow	$	207.1
Add:  Tax Related to 2015 Sale of Abel Pump		37.4
Adjusted Operating Cash Flow	$	244.5
Less:  Capital Expenditures		(9.5	)
Adjusted Free Cash Flow	$	235.0

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 Monday, April 25, 2016.  The call can be accessed via webcast or by dialing +1 888-430-8694 (US/Canada) or +1 719-325-2315, using confirmation code 8649870.  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://www.webcaster4.com/Webcast/Page/866/14512 .  Telephonic replays will be available for up to two weeks and can be accessed by using the following registration URL https://jsp.premiereglobal.com/webrsvp/ with access code 8649870.

About Roper Technologies

Roper Technologies is a constituent of the S&P 500, Fortune 1000, and the Russell 1000 indices. Roper designs and develops software (both software-as-a-service and licensed), and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide. 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 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" 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 acquisitions and realize expected synergies.  We also face other general risks, including our ability to realize cost savings from our operating initiatives, general economic conditions, 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 Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in thousands)
	March 31,			December 31,
ASSETS	2016			2015
CURRENT ASSETS:
Cash and cash equivalents	$	523,033		$	778,511
Accounts receivable		514,616			488,271
Inventories		196,321			189,868
Unbilled receivable		120,746			122,042
Other current assets		77,616			39,355
Total current assets		1,432,332			1,618,047
PROPERTY, PLANT AND EQUIPMENT, NET		106,212			105,510
OTHER ASSETS:
Goodwill		5,975,803			5,824,726
Other intangible assets, net		2,622,157			2,528,996
Deferred taxes		31,254			31,532
Other assets		56,650			59,554
Total other assets		8,685,864			8,444,808
TOTAL ASSETS	$	10,224,408		$	10,168,365
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	140,421		$	139,737
Accrued compensation		91,288			119,511
Deferred revenue		275,230			267,030
Other accrued liabilities		185,305			168,513
Income taxes payable		80,879			18,532
Current portion of long-term debt		6,365			6,805
Total current liabilities		779,488			720,128
NONCURRENT LIABILITIES:
Long-term debt		3,105,340			3,264,417
Deferred taxes		826,425			810,856
Other liabilities		71,920			74,017
Total liabilities		4,783,173			4,869,418
STOCKHOLDERS' EQUITY:
Common stock		1,031			1,028
Additional paid-in capital		1,438,695			1,419,262
Retained earnings		4,231,589			4,110,530
Accumulated other comprehensive earnings		(211,036	)		(212,779	)
Treasury stock		(19,044	)		(19,094	)
Total stockholders' equity		5,441,235			5,298,947
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	10,224,408		$	10,168,365

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings (unaudited)
(Amounts in thousands, except per share data)
	Three months ended
	March 31,
	2016			2015
Net sales	$	902,423		$	865,281
Cost of sales		342,904			347,120
Gross profit		559,519			518,161
Selling, general and administrative expenses		314,528			271,265
Income from operations		244,991			246,896
Interest expense		27,413			19,836
Other expense		(129	)		(679	)
Earnings from continuing operations before
income taxes		217,449			226,381
Income taxes		66,033			70,608
Net Earnings	$	151,416		$	155,773
Earnings per share:
Basic	$	1.50		$	1.55
Diluted	$	1.48		$	1.54
Weighted average common and common
equivalent shares outstanding:
Basic		101,071			100,377
Diluted		102,318			101,361

Roper Technologies, Inc. and Subsidiaries
Selected Segment Financial Data (unaudited)
(Amounts in thousands and percents of net sales)
	Three months ended March 31,
	2016					2015
	Amount		%			Amount		%
Net sales:
Medical & Scientific Imaging	$	332,214				$	291,700
RF Technology		280,210					242,954
Industrial Technology		171,235					190,728
Energy Systems & Controls		118,764					139,899
Total	$	902,423				$	865,281
Gross profit:
Medical & Scientific Imaging	$	246,897		74.3	%	$	215,326		73.8	%
RF Technology		160,365		57.2	%		130,046		53.5	%
Industrial Technology		86,020		50.2	%		95,242		49.9	%
Energy Systems & Controls		66,237		55.8	%		77,547		55.4	%
Total	$	559,519		62.0	%	$	518,161		59.9	%
Operating profit*:
Medical & Scientific Imaging	$	114,456		34.5	%	$	107,779		36.9	%
RF Technology		88,766		31.7	%		73,977		30.4	%
Industrial Technology		46,759		27.3	%		57,897		30.4	%
Energy Systems & Controls		24,182		20.4	%		30,422		21.7	%
Total	$	274,163		30.4	%	$	270,075		31.2	%
Net Orders:
Medical & Scientific Imaging	$	343,850				$	275,796
RF Technology		281,125					253,127
Industrial Technology		178,905					188,740
Energy Systems & Controls		122,770					131,070
Total	$	926,650				$	848,733
* Operating profit is before unallocated corporate general and administrative expenses. These expenses
were $29,172 and $23,179 for the three months ended March 31, 2016 and 2015, respectively.

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in thousands)
	Three months ended
	March 31,
	2016			2015
Net earnings	$	151,416		$	155,773
Non-cash items:
Depreciation		9,702			9,880
Amortization		49,549			38,428
Stock-based compensation expense		18,979			13,801
Income taxes		20,127			38,837
Changes in assets and liabilities:
Receivables		(14,059	)		9,262
Inventory		(3,907	)		(7,680	)
Accounts payable		(1,273	)		7,078
Accrued liabilities		(18,458	)		1,627
Other, net		(5,004	)		(6,607	)
Cash provided by operating activities		207,072			260,399
Business acquisitions, net of cash acquired		(265,248	)		(589,577	)
Capital expenditures		(9,489	)		(9,950	)
Other, net		781			(3,596	)
Cash used in investing activities		(273,956	)		(603,123	)
Principal debt payments		(289	)		(3,454	)
Revolver borrowings/(payments), net		(160,000	)		415,000
Dividends		(30,173	)		(25,024	)
Excess tax benefit from share-based payment*		-			4,093
Proceeds from stock-based compensation, net		690			6,267
Premium on convertible debt conversions		(915	)		(11,236	)
Other, net		505			498
Cash provided by/(used in) financing activities		(190,182	)		386,144
Effect of exchange rate changes on cash		1,588			(38,357	)
Net increase/(decrease) in cash and equivalents		(255,478	)		5,063
Cash and equivalents, beginning of period		778,511			610,430
Cash and equivalents, end of period		523,033		$	615,493
*In the first quarter of 2016, the Company adopted ASU 2016-09, which requires excess
tax benefits to be classified along with other income tax cash flows as an operating activity.