Business Acquisitions and Assets and Liabilities Held for Sale

Roper completed seven business acquisitions in the year ended December 31, 2018, with an aggregate purchase price of $1,279.0, net of cash acquired. The results of operations of the acquired businesses are included in Roper’s consolidated results of operations since the date of each acquisition. Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on Roper’s consolidated results of operations individually or in aggregate.

The results of the following acquisitions are reported in the RF Technology segment:

Roper completed three business acquisitions which provide software solutions that support the development of cost estimates in the construction industry: Quote Software, PlanSwift Software, and Smartbid.

Acquisition of PowerPlan - On June 4, 2018, Roper acquired 100% of the shares of PowerPlan, a provider of financial and compliance management software and solutions to large complex companies in asset-intensive industries, for a purchase price of $1,111.4, net of cash acquired.

Acquisition of ConceptShare - On June 7, 2018, Roper acquired 100% of the shares of ConceptShare, a provider of cloud-based software for marketing agencies, marketing departments and other creative teams to streamline the review and approval of online work and content.

Acquisition of BillBlast - On July 10, 2018, Roper acquired 100% of the shares of BillBlast, a provider of software and ancillary services for the automation of invoicing and reporting for law firms.

Acquisition of Avitru - On December 31, 2018, Roper acquired 100% of the shares of Avitru, a provider of software that supports the design, development and/or delivery of construction specification solutions and related services.

The Company initially recorded $717.5 in goodwill and $711.3 of other identifiable intangibles in connection with the acquisitions; however, purchase price allocations are preliminary pending final tax-related adjustments. The majority of the goodwill is not expected to be deductible for tax purposes. The amortizable intangible assets include customer relationships of $635.1 (19 year weighted average useful life) and technology of $48.6 (7 year weighted average useful life).

Assets and Liabilities Held for Sale

During the second quarter of 2018, Roper and Thermo Fisher Scientific, Inc. (“Thermo Fisher”) entered into a definitive agreement under which Thermo Fisher will acquire 100% of the shares of Gatan, Inc. (“Gatan”), a wholly-owned subsidiary of Roper, for approximately $925.0 in cash. The transaction, which is expected to be completed in 2019, is subject to customary closing conditions, including regulatory approvals.

During the fourth quarter of 2018, Roper and Teledyne Technologies Incorporated (“Teledyne”) entered into a definitive agreement under which Teledyne will acquire Roper’s remaining scientific imaging businesses for $225.0 in cash. These businesses include primarily Princeton Instruments, Photometrics and Lumenera, as well as other brands (collectively, the “Imaging” businesses).

At December 31, 2018, the assets and liabilities of Gatan and the Imaging businesses (collectively, the “Scientific Imaging” businesses) were reclassified as held for sale on Roper’s consolidated balance sheet. The Scientific Imaging businesses are reported in the Medical & Scientific Imaging segment.

The Company recognized a deferred tax liability of $10.0 associated with the excess of book basis over tax basis in the shares of Gatan during the second quarter of 2018. The Company recognized a deferred tax asset of $1.8 associated with the excess of tax basis over book basis in the shares of the Imaging businesses during the fourth quarter of 2018.

The Company closed on its sale of the Imaging businesses to Teledyne on February 5, 2019.

2017 Acquisitions – During the year ended December 31, 2017, Roper completed four business acquisitions, with an aggregate purchase price of $152.0, net of cash acquired. The results of operations of the acquired businesses did not have a material impact on Roper’s consolidated results of operations.

Acquisition of Phase Technology - On June 21, 2017, Roper acquired the assets of Phase Technology, a business engaged in the design, manufacture, marketing and sales of test instruments. Phase Technology is reported in the Energy Systems & Controls segment.

The results of the following acquisitions are reported in the RF Technology segment:

Acquisition of Handshake Software, Inc. - On August 4, 2017, Roper acquired 100% of the shares of Handshake Software, Inc., a provider of search products, portals and services for legal professionals.

Acquisition of Workbook Software A/S - On September 15, 2017, Roper acquired 100% of the shares of Workbook Software A/S, a provider of software solutions for customer relationship management, project management and finance/accounting.

Acquisition of Onvia, Inc. - On November 17, 2017, Roper acquired 100% of the outstanding shares of Onvia, Inc. (“Onvia”) common stock for $9.00 per share in an all-cash tender offer. Onvia provides enterprise, mid-market and small business customers with sales lead generation technologies into federal, state and local government markets.

The Company recorded $82.7 in goodwill and $85.0 of other identifiable intangibles in connection with the acquisitions. The amortizable intangible assets include primarily customer relationships of $68.0 (15 year weighted average useful life) and technology of $13.0 (6 year weighted average useful life).

Sale of Product Line - On May 15, 2017, Roper completed the sale of a product line in our Energy Systems & Controls segment for $10.4. The pretax gain on the sale was $9.4, which is reported in Other income/(expense), net in the consolidated statements of earnings.

2016 Acquisitions – During the year ended December 31, 2016, Roper completed six business combinations. Roper acquired the businesses to both expand and complement its existing technologies. The results of operations of the acquired companies have been included in Roper’s consolidated results since the date of each acquisition.

The largest of the 2016 acquisitions was Deltek Inc., a global provider of enterprise software and information solutions for government contractors, professional services firms and other project-based businesses. Roper acquired 100% of the shares of Project Diamond Holdings Corp. (the parent company of Deltek) on December 27, 2016, in a $2,800.0 all-cash transaction. Deltek is reported in the RF Technology segment.

The Company expensed transaction costs of $4.3 related to the Deltek acquisition as corporate general and administrative expenses, as incurred.

Roper’s results for the year ended December 31, 2016 included results from Deltek between December 28, 2016 and December 31, 2016. In that period, Deltek contributed $7.9 in revenue and $0.8 of earnings to Roper’s results. The following unaudited pro forma summary presents consolidated information as if the acquisition of Deltek had occurred on January 1, 2016:



	Pro forma Year ended December 31,
	2016
Net revenues	$	4,268.1
Net income	656.4
Earnings per share, basic	6.48
Earnings per share, diluted	6.41

Pro forma earnings were adjusted by $47.4 for the year ended December 31, 2016 for non-recurring acquisition and other costs. Adjustments were also made for recurring changes in amortization, interest expense and taxes related to the acquisition.

During the year ended December 31, 2016, Roper completed five other acquisitions which were immaterial. The aggregate purchase price of these acquisitions totaled $920.0 of cash. The Company recorded $372.0 in other identifiable intangibles and $642.0 in goodwill in connection with these acquisitions. Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on Roper’s consolidated results of operations individually or in aggregate.

The results of the following acquisitions are reported in the Medical & Scientific Imaging segment:


–	Clinisys - On January 7, 2016, Roper acquired 100% of the shares of CliniSys Group Ltd. (“CliniSys”), a provider of clinical laboratory software headquartered in the United Kingdom.


–	PCI Medical - On March 17, 2016, Roper acquired the assets of PCI Medical Inc., a provider of medical probe and scope disinfection products.


–	GeneInsight - On April 1, 2016, the Company acquired 100% of the shares of GeneInsight Inc., a provider of software for managing the analysis, interpretation and reporting of genetic tests.


–	UNIConnect - On November 10, 2016, Roper acquired the assets of UNIConnect LC, a provider of process management software for molecular laboratories.

ConstructConnect - On October 31, 2016, Roper acquired 100% of the shares of iSqFt Holdings Inc. (d/b/a ConstructConnect), a provider of cloud-based data, collaboration, and workflow automation solutions to the commercial construction industry. ConstructConnect is reported in the RF Technology segment.

The Company expensed transaction costs of $4.2 related to the acquisitions as corporate general and administrative expenses, as incurred.