Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
| Page | |
|---|---|
| Consolidated Financial Statements: | |
| Report of Independent Registered Certified Public Accounting Firm (PricewaterhouseCoopers LLP) | 28 |
| Consolidated Balance Sheets as of December 31, 2015 and 2014 | 29 |
| Consolidated Statements of Earnings for the Years ended December 31, 2015, 2014 and 2013 | 30 |
| Consolidated Statements of Comprehensive Income for the Years ended December 31, 2015, 2014 and 2013 | 31 |
| Consolidated Statements of Stockholders' Equity for the Years ended December 31, 2015, 2014 and 2013 | 32 |
| Consolidated Statements of Cash Flows for the Years ended December 31, 2015, 2014 and 2013 | 33 |
| Notes to Consolidated Financial Statements | 34 |
| Supplementary Data: | |
| Schedule II - Consolidated Valuation and Qualifying Accounts for the Years ended December 31, 2015, 2014 and 2013 | 55 |
Report of Independent Registered Certified Public Accounting Firm
To the Stockholders of Roper Technologies, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, of comprehensive income, of stockholders' equity, and of cash flows, present fairly, in all material respects, the financial position of Roper Technologies, Inc. and its subsidiaries (the "Company") at December 31, 2015 and December 31, 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it classifies deferred taxes in 2015.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As described in Management's Report on Internal Control over Financial Reporting, management has excluded acquisitions completed during 2015 from its assessment of internal control over financial reporting as of December 31, 2015 because they were acquired by the Company in purchase business combinations during 2015. We have also excluded acquisitions completed during 2015 from our audit of internal control over financial reporting. These acquisitions are wholly-owned subsidiaries whose total assets and total revenues represent 1.6% and 3.8% respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2015.
/s/ PricewaterhouseCoopers LLP
February 26, 2016
Tampa, Florida
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2015 and 2014
(in thousands, except per share data)
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Cash and cash equivalents | $ | 778,511 | $ | 610,430 | ||||
| Accounts receivable, net | 488,271 | 511,538 | ||||||
| Inventories, net | 189,868 | 193,766 | ||||||
| Deferred taxes | - | 54,199 | ||||||
| Unbilled receivables | 122,042 | 96,409 | ||||||
| Other current assets | 39,355 | 45,763 | ||||||
| Total current assets | 1,618,047 | 1,512,105 | ||||||
| Property, plant and equipment, net | 105,510 | 110,876 | ||||||
| Goodwill | 5,824,726 | 4,710,691 | ||||||
| Other intangible assets, net | 2,528,996 | 1,978,729 | ||||||
| Deferred taxes | 31,532 | 27,496 | ||||||
| Other assets | 59,554 | 60,288 | ||||||
| Total assets | $ | 10,168,365 | $ | 8,400,185 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Accounts payable | $ | 139,737 | $ | 143,847 | ||||
| Accrued compensation | 119,511 | 117,374 | ||||||
| Deferred revenue | 267,030 | 190,953 | ||||||
| Other accrued liabilities | 168,513 | 160,738 | ||||||
| Income taxes payable | 18,532 | - | ||||||
| Deferred taxes | - | 3,943 | ||||||
| Current portion of long-term debt, net | 6,805 | 11,092 | ||||||
| Total current liabilities | 720,128 | 627,947 | ||||||
| Long-term debt, net of current portion | 3,264,417 | 2,190,282 | ||||||
| Deferred taxes | 810,856 | 735,826 | ||||||
| Other liabilities | 74,017 | 90,770 | ||||||
| Total liabilities | 4,869,418 | 3,644,825 | ||||||
| Commitments and contingencies (Note 12) | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock, $0.01 par value per share; 1,000 shares authorized; none outstanding | - | - | ||||||
| Common stock, $0.01 par value per share; 350,000 shares authorized; 102,795 shares issued and 100,870 outstanding at December 31, 2015 and 102,069 shares issued and 100,126 outstanding at December 31, 2014 | 1,028 | 1,021 | ||||||
| Additional paid-in capital | 1,419,262 | 1,325,338 | ||||||
| Retained earnings | 4,110,530 | 3,520,201 | ||||||
| Accumulated other comprehensive earnings | (212,779 | ) | (71,927 | ) | ||||
| Treasury stock, 1,925 shares at December 31, 2015 and 1,943 shares at December 31, 2014 | (19,094 | ) | (19,273 | ) | ||||
| Total stockholders' equity | 5,298,947 | 4,755,360 | ||||||
| Total liabilities and stockholders' equity | $ | 10,168,365 | $ | 8,400,185 |
See accompanying notes to consolidated financial statements.
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Years ended December 31, 2015, 2014 and 2013
(Dollar and share amounts in thousands, except per share data)
| Years ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | ||||||||||
| Net sales | $ | 3,582,395 | $ | 3,549,494 | $ | 3,238,128 | ||||||
| Cost of sales | 1,417,749 | 1,447,595 | 1,355,200 | |||||||||
| Gross profit | 2,164,646 | 2,101,899 | 1,882,928 | |||||||||
| Selling, general and administrative expenses | 1,136,728 | 1,102,426 | 1,040,567 | |||||||||
| Income from operations | 1,027,918 | 999,473 | 842,361 | |||||||||
| Interest expense, net | 84,225 | 78,637 | 88,039 | |||||||||
| Other income/(expense), net | 58,652 | 620 | (192 | ) | ||||||||
| Earnings before income taxes | 1,002,345 | 921,456 | 754,130 | |||||||||
| Income taxes | 306,278 | 275,423 | 215,837 | |||||||||
| Net earnings | $ | 696,067 | $ | 646,033 | $ | 538,293 | ||||||
| Earnings per share: | ||||||||||||
| Basic | $ | 6.92 | $ | 6.47 | $ | 5.43 | ||||||
| Diluted | $ | 6.85 | $ | 6.40 | $ | 5.37 | ||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 100,616 | 99,916 | 99,123 | |||||||||
| Diluted | 101,597 | 100,884 | 100,209 |
See accompanying notes to consolidated financial statements.
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years ended December 31, 2015, 2014 and 2013
(in thousands)
| Years ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | ||||||||||
| Net earnings | $ | 696,067 | $ | 646,033 | $ | 538,293 | ||||||
| Other comprehensive income, net of tax: | ||||||||||||
| Foreign currency translation adjustments | (139,789 | ) | (115,010 | ) | (15,454 | ) | ||||||
| Unrecognized pension gain | (1,063 | ) | - | - | ||||||||
| Total other comprehensive loss, net of tax | (140,852 | ) | (115,010 | ) | (15,454 | ) | ||||||
| Comprehensive income | $ | 555,215 | $ | 531,023 | $ | 522,839 |
See accompanying notes to consolidated financial statements.
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 2015, 2014 and 2013
(in thousands, except per share data)
| Common Stock | Accumulated | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Additional paid-in capital | Retained earnings | other comprehensive earnings | Treasury stock | Total stockholders' equity | ||||||||||||||||||||||
| Balances at December 31, 2012 | 98,604 | $ | 1,006 | $ | 1,158,001 | $ | 2,489,858 | $ | 58,537 | $ | (19,676 | ) | $ | 3,687,726 | ||||||||||||||
| Net earnings | - | - | - | 538,293 | - | - | 538,293 | |||||||||||||||||||||
| Stock option exercises | 434 | 4 | 23,995 | - | - | - | 23,999 | |||||||||||||||||||||
| Treasury stock sold | 20 | - | 2,248 | - | - | 201 | 2,449 | |||||||||||||||||||||
| Currency translation adjustments, net of $2,406 tax | - | - | - | - | (15,454 | ) | - | (15,454 | ) | |||||||||||||||||||
| Stock based compensation | - | - | 53,417 | - | - | - | 53,417 | |||||||||||||||||||||
| Restricted stock activity | 254 | 3 | (16,046 | ) | - | - | - | (16,043 | ) | |||||||||||||||||||
| Stock option tax benefit, net of shortfalls | - | - | 16,000 | - | - | - | 16,000 | |||||||||||||||||||||
| Conversion of senior subordinated convertible notes | - | - | (8,382 | ) | - | - | - | (8,382 | ) | |||||||||||||||||||
| Dividends declared ($0.70 per share) | - | - | - | (68,955 | ) | - | - | (68,955 | ) | |||||||||||||||||||
| Balances at December 31, 2013 | 99,312 | $ | 1,013 | $ | 1,229,233 | $ | 2,959,196 | $ | 43,083 | $ | (19,475 | ) | $ | 4,213,050 | ||||||||||||||
| Net earnings | - | - | - | 646,033 | - | - | 646,033 | |||||||||||||||||||||
| Stock option exercises | 581 | 6 | 32,517 | - | - | - | 32,523 | |||||||||||||||||||||
| Treasury stock sold | 20 | - | 2,549 | - | - | 202 | 2,751 | |||||||||||||||||||||
| Currency translation adjustments, net of $3,916 tax | - | - | - | - | (115,010 | ) | - | (115,010 | ) | |||||||||||||||||||
| Stock based compensation | - | - | 63,025 | - | - | - | 63,025 | |||||||||||||||||||||
| Restricted stock activity | 213 | 2 | (22,064 | ) | - | - | - | (22,062 | ) | |||||||||||||||||||
| Stock option tax benefit, net of shortfalls | - | - | 21,481 | - | - | - | 21,481 | |||||||||||||||||||||
| Conversion of senior subordinated convertible notes | - | - | (1,403 | ) | - | - | - | (1,403 | ) | |||||||||||||||||||
| Dividends declared ($0.85 per share) | - | - | - | (85,028 | ) | - | - | (85,028 | ) | |||||||||||||||||||
| Balances at December 31, 2014 | 100,126 | $ | 1,021 | $ | 1,325,338 | $ | 3,520,201 | $ | (71,927 | ) | $ | (19,273 | ) | $ | 4,755,360 | |||||||||||||
| Net earnings | - | - | - | 696,067 | - | - | 696,067 | |||||||||||||||||||||
| Stock option exercises | 402 | 4 | 33,002 | - | - | - | 33,006 | |||||||||||||||||||||
| Treasury stock sold | 18 | - | 2,710 | - | - | 179 | 2,889 | |||||||||||||||||||||
| Currency translation adjustments, net of $6,658 tax | - | - | - | - | (139,789 | ) | - | (139,789 | ) | |||||||||||||||||||
| Stock based compensation | - | - | 61,766 | - | - | - | 61,766 | |||||||||||||||||||||
| Restricted stock activity | 324 | 3 | (14,697 | ) | - | - | - | (14,694 | ) | |||||||||||||||||||
| Stock option tax benefit, net of shortfalls | - | - | 22,175 | - | - | - | 22,175 | |||||||||||||||||||||
| Conversion of senior subordinated convertible notes | - | - | (11,032 | ) | - | - | - | (11,032 | ) | |||||||||||||||||||
| Post-retirement benefit plan adjustments | - | - | - | - | (1,063 | ) | - | (1,063 | ) | |||||||||||||||||||
| Dividends declared ($1.05 per share) | - | - | - | (105,738 | ) | - | - | (105,738 | ) | |||||||||||||||||||
| Balances at December 31, 2015 | 100,870 | $ | 1,028 | $ | 1,419,262 | $ | 4,110,530 | $ | (212,779 | ) | $ | (19,094 | ) | $ | 5,298,947 |
See accompanying notes to consolidated financial statements.
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2015, 2014 and 2013
(in thousands)
| Years ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net earnings | $ | 696,067 | $ | 646,033 | $ | 538,293 | ||||||
| Adjustments to reconcile net earnings to cash flows from operating activities: | ||||||||||||
| Depreciation and amortization of property, plant and equipment | 38,185 | 40,890 | 37,756 | |||||||||
| Amortization of intangible assets | 166,076 | 156,394 | 151,434 | |||||||||
| Amortization of deferred financing costs | 4,136 | 4,003 | 3,918 | |||||||||
| Non-cash stock compensation | 61,766 | 63,027 | 53,133 | |||||||||
| Gain on disposal of a business | (70,860 | ) | - | - | ||||||||
| Changes in operating assets and liabilities, net of acquired businesses: | ||||||||||||
| Accounts receivable | 52,597 | (404 | ) | 32,800 | ||||||||
| Unbilled receivables | (21,844 | ) | (10,305 | ) | (14,754 | ) | ||||||
| Inventories | (1,150 | ) | 6,349 | (12,687 | ) | |||||||
| Accounts payable and accrued liabilities | (153 | ) | (20,455 | ) | 23,305 | |||||||
| Income taxes | 3,069 | (46,619 | ) | (6,427 | ) | |||||||
| Other, net | 936 | 1,528 | (4,218 | ) | ||||||||
| Cash provided by operating activities | 928,825 | 840,441 | 802,553 | |||||||||
| Cash flows from investing activities: | ||||||||||||
| Acquisitions of businesses, net of cash acquired | (1,762,883 | ) | (305,379 | ) | (1,074,413 | ) | ||||||
| Capital expenditures | (36,260 | ) | (37,644 | ) | (42,528 | ) | ||||||
| Proceeds from disposal of a business | 105,624 | - | - | |||||||||
| Proceeds from sale of assets | 1,126 | 1,506 | 2,174 | |||||||||
| Other, net | (5,939 | ) | (6,588 | ) | (1,096 | ) | ||||||
| Cash used in investing activities | (1,698,332 | ) | (348,105 | ) | (1,115,863 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from senior notes | 900,000 | - | 800,000 | |||||||||
| Payment of senior notes | - | - | (500,000 | ) | ||||||||
| Borrowings/(payments) under revolving line of credit, net | 180,000 | (250,000 | ) | 150,000 | ||||||||
| Principal payments on convertible notes | (4,006 | ) | (561 | ) | (3,702 | ) | ||||||
| Debt issuance costs | (8,044 | ) | - | (7,717 | ) | |||||||
| Cash dividends to stockholders | (100,334 | ) | (79,859 | ) | (49,092 | ) | ||||||
| Treasury stock sales | 2,889 | 2,751 | 2,449 | |||||||||
| Stock award tax excess windfall benefit | 22,228 | 21,081 | 11,709 | |||||||||
| Proceeds from stock based compensation, net | 18,312 | 10,463 | 7,944 | |||||||||
| Redemption premium on convertible debt | (13,126 | ) | (1,518 | ) | (9,124 | ) | ||||||
| Other | (1,677 | ) | (461 | ) | 1,166 | |||||||
| Cash provided by/(used in) financing activities | 996,242 | (298,104 | ) | 403,633 | ||||||||
| Effect of exchange rate changes on cash | (58,654 | ) | (43,522 | ) | (1,193 | ) | ||||||
| Net increase in cash and cash equivalents | 168,081 | 150,710 | 89,130 | |||||||||
| Cash and cash equivalents, beginning of year | 610,430 | 459,720 | 370,590 | |||||||||
| Cash and cash equivalents, end of year | $ | 778,511 | $ | 610,430 | $ | 459,720 | ||||||
| Supplemental disclosures: | ||||||||||||
| Cash paid for: | ||||||||||||
| Interest | $ | 79,225 | $ | 74,446 | $ | 94,648 | ||||||
| Income taxes, net of refunds received | $ | 280,801 | $ | 300,969 | $ | 210,540 | ||||||
| Noncash investing activities: | ||||||||||||
| Net assets of businesses acquired: | ||||||||||||
| Fair value of assets, including goodwill | $ | 1,876,984 | $ | 324,717 | $ | 1,275,827 | ||||||
| Liabilities assumed | (114,101 | ) | (19,338 | ) | (201,414 | ) | ||||||
| Cash paid, net of cash acquired | $ | 1,762,883 | $ | 305,379 | $ | 1,074,413 |
See accompanying notes to consolidated financial statements.
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Years ended December 31, 2015, 2014 and 2013
| (1) | Summary of Accounting Policies |
|---|
Basis of Presentation - Effective April 24, 2015, Roper Industries, Inc. changed its name to Roper Technologies, Inc. in order to reflect its continued evolution to a diversified technology company.
These financial statements present consolidated information for Roper Technologies, Inc. and its subsidiaries ("Roper" or the "Company"). All significant intercompany accounts and transactions have been eliminated. The Company has a minority investment which is not consolidated in its results. The original investment, made in 2007, was $11.5 million. During the year ended December 31, 2015, the Company determined, based on deterioration in earnings performance, that impairment of the investment was likely, and performed an estimated fair value calculation using an earnings multiples methodology. The resulting value was determined to be $2 million, generating an impairment loss of $9.5 million which was reported as Other income/(expense) in the consolidated statement of earnings.
The December 31, 2014 consolidated balance sheet has been adjusted due to the retrospective early adoption of an accounting standard update ("ASU") which requires that Roper's senior notes be shown net of debt issuance costs. The Other assets and Long-term debt, net of current portion line items on the December 31, 2014 consolidated balance sheet were reduced by $13 million.
The Company also early adopted the provisions of an ASU requiring deferred tax liabilities and assets to be classified as noncurrent in the consolidated balance sheet. The ASU allowed for early adoption as of the beginning of an interim or annual reporting period, as well as the option to be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company elected to adopt on a prospective basis in the fourth quarter of 2015. No prior periods were adjusted.
Nature of the Business - Roper is a diversified technology company. The Company 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; including healthcare, transportation, food, energy, water, education and academic research.
Accounts Receivable - Accounts receivable are stated net of an allowance for doubtful accounts and sales allowances of $12.4 million and $13.7 million at December 31, 2015 and 2014, respectively. Outstanding accounts receivable balances are reviewed periodically, and allowances are provided at such time that management believes it is probable that an account receivable is uncollectible. The returns and other sales credit allowance is an estimate of customer returns, exchanges, discounts or other forms of anticipated concessions and is treated as a reduction in revenue.
Cash and Cash Equivalents - Roper considers highly liquid financial instruments with remaining maturities at acquisition of three months or less to be cash equivalents. Roper had no cash equivalents at December 31, 2015 and $40 million at December 31, 2014.
Contingencies - Management continually assesses the probability of any adverse judgments or outcomes to its potential contingencies. Disclosure of the contingency is made if there is at least a reasonable possibility that a loss or an additional loss may have been incurred. In the assessment of contingencies as of December 31, 2015, management concluded that no accrual was necessary and that there were no matters for which there was a reasonable possibility of a material loss.
Earnings per Share - Basic earnings per share were calculated using net earnings and the weighted-average number of shares of common stock outstanding during the respective year. Diluted earnings per share were calculated using net earnings and the weighted-average number of shares of common stock and potential common stock outstanding during the respective year. Potentially dilutive common stock consisted of stock options and the premium over the conversion price on Roper's senior subordinated convertible notes based upon the trading price of the Company's common stock. The effects of potential common stock were determined using the treasury stock method (in thousands):
| Years ended December 31, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | 2014 | 2013 | ||||||||||
| Basic weighted-average shares outstanding | 100,616 | 99,916 | 99,123 | |||||||||
| Effect of potential common stock: | ||||||||||||
| Common stock awards | 887 | 816 | 891 | |||||||||
| Senior subordinated convertible notes | 94 | 152 | 195 | |||||||||
| Diluted weighted-average shares outstanding | 101,597 | 100,884 | 100,209 |
As of and for the years ended December 31, 2015, 2014 and 2013, there were 618,220, 764,333 and 614,850 outstanding stock options, respectively, that were not included in the determination of diluted earnings per share because doing so would have been antidilutive.
Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Foreign Currency Translation and Transactions - Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar were translated at the exchange rate in effect at the balance sheet date, and revenues and expenses were translated at average exchange rates for the period in which those entities were included in Roper's financial results. Translation adjustments are reflected as a component of other comprehensive income. Foreign currency transaction gains and losses are recorded in the consolidated statement of earnings as other income/(expense). The gain or loss included in pre-tax income was a net loss of $0.7 million for the year ended December 31, 2015, a net gain of $0.2 million for the year ended December 31, 2014 and a net loss of $3.9 million for the year ended December 31, 2013.
Goodwill and Other Intangibles - Roper accounts for goodwill in a purchase business combination as the excess of the cost over the estimated fair value of net assets acquired. Business combinations can also result in other intangible assets being recognized. Amortization of intangible assets, if applicable, occurs over their estimated useful lives. Goodwill, which is not amortized, is tested for impairment on an annual basis (or an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value). When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, then performance of the two-step quantitative impairment test is required. The first step of the quantitative process utilizes both an income approach (discounted cash flows) and a market approach consisting of a comparable public company earnings multiples methodology to estimate the fair value of a reporting unit. To determine the reasonableness of the estimated fair values, the Company reviews the assumptions to ensure that neither the income approach nor the market approach provides significantly different valuations. If the estimated fair value exceeds the carrying value, no further work is required and no impairment loss is recognized. If the carrying value exceeds the estimated fair value, the goodwill of the reporting unit is potentially impaired and then the second quantitative step would be completed in order to measure the impairment loss by calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets (including unrecognized intangible assets) of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than the carrying value of goodwill, a non-cash impairment loss is recognized.
When performing the quantitative assessment, key assumptions used in the income and market methodologies are updated when the analysis is performed for each reporting unit. Various assumptions are utilized including forecasted operating results, strategic plans, economic projections, anticipated future cash flows, the weighted-average cost of capital, comparable transactions, market data and earnings multiples. The assumptions that have the most significant effect on the fair value calculations are the anticipated future cash flows, discount rates, and the earnings multiples. While the Company uses reasonable and timely information to prepare its cash flow and discount rate assumptions, actual future cash flows or market conditions could differ significantly resulting in future impairment charges related to recorded goodwill balances.
Roper has 32 reporting units with individual goodwill amounts ranging from zero to $1.2 billion. In 2015, the Company performed its annual impairment test in the fourth quarter for all reporting units. The Company conducted its analysis qualitatively and assessed whether it was more likely than not that the respective fair value of these reporting units was less than the carrying amount. The Company determined that impairment of goodwill was not likely in 29 of its reporting units and thus was not required to perform a quantitative analysis for these reporting units. For the remaining three reporting units, the Company performed its quantitative analysis and concluded that the fair value of each of these three reporting units was in excess of its carrying value, with no impairment indicated as of December 31, 2015. Negative industry or economic trends, disruptions to its business, actual results significantly below expected results, unexpected significant changes or planned changes in the use of the assets, divestitures and market capitalization declines may have a negative effect on the fair value of Roper's reporting units.
The following events or circumstances, although not comprehensive, would be considered to determine whether interim testing of goodwill would be required:
| ● | a significant adverse change in legal factors or in the business climate; |
|---|
| ● | an adverse action or assessment by a regulator; |
|---|
| ● | unanticipated competition; |
|---|
| ● | a loss of key personnel; |
|---|
| ● | a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of; |
|---|
| ● | the testing for recoverability under the Impairment or Disposal of Long-Lived Assets of a significant asset group within a reporting unit; and |
|---|
| ● | recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit. |
|---|
Business combinations can also result in other intangible assets being recognized. Amortization of intangible assets, if applicable, occurs over their estimated useful lives. Trade names that are determined to have an indefinite useful economic life are not amortized, but separately tested for impairment during the fourth quarter of the fiscal year or on an interim basis if an event occurs that indicates the fair value is more likely than not below the carrying value. Roper first qualitatively assesses whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If necessary, Roper conducts a quantitative review using the relief-from-royalty method, which management believes to be an acceptable methodology due to its common use by valuations specialists in determining the fair value of intangible assets. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these assets. The fair value of each trade name is determined by applying a royalty rate to a projection of net sales discounted using a risk adjusted rate of capital. Each royalty rate is determined based on the profitability of the reporting unit to which it relates and observed market royalty rates. Sales growth rates are determined after considering current and future economic conditions, recent sales trends, discussions with customers, planned timing of new product launches or other variables. Reporting units resulting from recent acquisitions generally represent the highest risk of impairment, which typically decreases as the businesses are integrated into Roper's enterprise and positioned for improved future sales growth.
The assessment of fair value for impairment purposes requires significant judgments to be made by management. Although forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment in determining the expected results attributable to the reporting units. Changes in estimates or the application of alternative assumptions could produce significantly different results. No impairment resulted from the annual reviews performed in 2015.
Roper evaluates whether there has been an impairment of identifiable intangible assets with definite useful economic lives, or of the remaining life of such assets, when certain indicators of impairment are present. In the event that facts and circumstances indicate that the cost or remaining period of amortization of any asset may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future gross, undiscounted cash flows associated with the asset would be compared to the asset's carrying amount to determine if a write-down to fair value or a revision in the remaining amortization period is required.
Impairment of Long-Lived Assets - The Company determines whether there has been an impairment of long-lived assets, excluding goodwill and identifiable intangible assets, that are determined to have indefinite useful economic lives, when certain indicators of impairment are present. In the event that facts and circumstances indicate that the cost or life of any long-lived assets may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future gross, undiscounted cash flows associated with the asset would be compared to the asset's carrying amount to determine if a write-down to fair value or revision to remaining life is required. Future adverse changes in market conditions or poor operating results of underlying long-lived assets could result in losses or an inability to recover the carrying value of the long-lived assets that may not be reflected in the assets' current carrying value, thereby possibly requiring an impairment charge or acceleration of depreciation or amortization expense in the future.
Income Taxes - Roper is a U.S.-based multinational company and the calculation of its worldwide provision for income taxes requires analysis of many factors, including income tax systems that vary from country to country, and the United States' treatment of non-U.S. earnings. The Company provides U.S. income taxes for unremitted earnings of foreign subsidiaries that are not considered permanently reinvested overseas. As of December 31, 2015, the amount of earnings of foreign subsidiaries that the Company considers permanently reinvested and for which deferred taxes have not been provided was approximately $1.25 billion. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were not reinvested indefinitely.
Although it is the Company's intention to permanently reinvest these earnings indefinitely there are certain events that would cause these earnings to become taxable. These events include, but are not limited to, changes in U.S. tax laws, dividends paid between foreign subsidiaries in the absence of Section 954(c)(6) of the Internal Revenue Code of 1986, as amended ("IRC"), foreign subsidiary guarantees of U.S. parent debt and the liquidation of foreign subsidiaries or actual distributions by foreign subsidiaries into a U.S. affiliate.
The Company early adopted the provisions of an ASU requiring deferred tax liabilities and assets to be classified as noncurrent in the consolidated balance sheet. The ASU allowed for early adoption as of the beginning of an interim or annual reporting period, as well as the option to be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company elected to adopt on a prospective basis in the fourth quarter of 2015. No prior periods were adjusted.
The Company recognizes in the consolidated financial statements only those tax positions determined to be "more likely than not" of being sustained upon examination based on the technical merits of the positions. Interest and penalties related to unrecognized tax benefits are classified as a component of income tax expense.
The Company records a valuation allowance to reduce its deferred tax assets if, based on the weight of available evidence, both positive and negative, for each respective tax jurisdictions, it is more likely than not that some portion or all of such deferred tax assets will not be realized. Available evidence which is considered in determining the amount of valuation allowance required includes, but is not limited to, the Company's estimate of future taxable income and any applicable tax-planning strategies.
Certain assets and liabilities have different bases for financial reporting and income tax purposes. Deferred income taxes have been provided for these differences at the tax rates expected to be paid.
Interest Rate Risk - The Company manages interest rate risk by maintaining a combination of fixed- and variable-rate debt, which may include interest rate swaps to convert fixed-rate debt to variable-rate debt, or to convert variable-rate debt to fixed-rate debt. Interest rate swaps are recorded at fair value in the balance sheet as an asset or liability, and the changes in fair values of both the swap and the hedged item are recorded as interest expense in current earnings. There were no interest rate swaps outstanding at December 31, 2015.
Inventories - Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method. The Company writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.
Other Comprehensive Income - Comprehensive income includes net earnings and all other non-owner sources of changes in a company's net assets.
Product Warranties - The Company sells certain of its products to customers with a product warranty that allows customers to return a defective product during a specified warranty period following the purchase in exchange for a replacement product, repair at no cost to the customer or the issuance of a credit to the customer. The Company accrues its estimated exposure to warranty claims based upon current and historical product sales data, warranty costs incurred and any other related information known to the Company.
Property, Plant and Equipment and Depreciation and Amortization - Property, plant and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are provided for using principally the straight-line method over the estimated useful lives of the assets as follows:
| Buildings | 20-30 years |
|---|---|
| Machinery | 8-12 years |
| Other equipment | 3-5 years |
Recently Released Accounting Pronouncements - The Financial Accounting Standards Board ("FASB") establishes changes to accounting principles under GAAP in the form of accounting standards updates to the FASB's Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. Any ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on the Company's results of operations, financial position or cash flows.
In September 2015, the FASB issued an update providing guidance to simplify the accounting for measurement period adjustments. This update, effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The Company does not expect the update to have a material impact on its results of operations, financial condition or cash flows.
In July 2015, the FASB issued an update providing guidance to simplify the measurement of inventory. This update, effective for fiscal years beginning after December 15, 2016, requires that inventory within the scope of the update be measured at the lower of cost and net realizable value. The Company does not expect the update to have a material impact on its results of operations, financial condition or cash flows.
In April 2015, the FASB issued an update providing guidance to determine whether the fee paid by an entity for a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for consistently with the acquisition of other software licenses. A cloud computing arrangement that does not include a software license should be accounted for as a service contract. The update is effective for annual periods beginning after December 15, 2015, and may be adopted prospectively or retrospectively. The Company does not expect this update to have a material impact on its results of operations, financial condition or cash flows.
In June 2014, the FASB issued an update to the accounting for stock compensation. These updates, effective for fiscal years beginning after December 15, 2015, modify the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The Company does not expect this update to have an impact on its results of operations, financial condition or cash flows.
In May 2014, the FASB issued updates on accounting and disclosures for revenue from contracts with customers. These updates, effective for annual reporting periods after December 15, 2017, create a single, comprehensive revenue recognition model for all contracts with customers. The model is based on changes in contract assets (rights to receive consideration) and liabilities (obligations to provide a good or service). Revenue will be recognized based on the satisfaction of performance obligations, which occurs when control of a good or service transfers to a customer. The Company is evaluating the impact of these updates on its results of operations, financial condition and cash flows.
Research and Development - Research and development ("R&D") costs include salaries and benefits, rents, supplies, and other costs related to products under development. Research and development costs are expensed in the period incurred and totaled $164.2 million, $147.9 million and $145.7 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Revenue Recognition - The Company recognizes revenue when all of the following criteria are met:
| ● | persuasive evidence of an arrangement exists; |
|---|
| ● | delivery has occurred or services have been rendered; |
|---|
| ● | the seller's price to the buyer is fixed or determinable; and |
|---|
| ● | collectibility is reasonably assured. |
|---|
In addition, the Company recognizes revenue from the sale of product when title and risk of loss pass to the customer, which is generally when product is shipped. The Company recognizes revenue from services when such services are rendered or, if applicable, upon customer acceptance. Revenues under certain relatively long-term and relatively large-value construction and software projects are recognized under the percentage-of-completion method using the ratio of costs incurred to total estimated costs as the measure of performance. The Company recognized revenues of $253 million, $266 million and $205 million for the years ended December 31, 2015, 2014 and 2013, respectively, using this method. Estimated losses on any projects are recognized as soon as such losses become known.
Capitalized Software - The Company accounts for capitalized software under applicable accounting guidance which, among other provisions, requires capitalization of certain internal-use software costs once certain criteria are met. Overhead, general and administrative and training costs are not capitalized. Capitalized software balances, net of accumulated amortization, were $4.6 million and $4.7 million at December 31, 2015 and 2014, respectively.
Stock-Based Compensation - The Company recognizes expense for the grant date fair value of its employee stock awards on a straight-line basis (or, in the case of performance-based awards, on a graded basis) over the employee's requisite service period (generally the vesting period of the award). The fair value of option awards is estimated using the Black-Scholes option valuation model. The Company presents the cash flows resulting from the tax benefits arising from tax deductions in excess of the compensation cost recognized for stock award exercises (excess tax benefits) as financing cash flows.
| (2) | Business Acquisitions and Divestitures |
|---|
2015 Acquisitions – During the year ended December 31, 2015, Roper completed eight business combinations. The results of operations of the acquired companies have been included in Roper's consolidated results 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 Medical & Scientific Imaging segment:
| · | Strata - On January 21, 2015, Roper acquired 100% of the shares of Strata Decision Technologies LLC ("Strata"), a provider of planning and budget software for health care providers. |
|---|
| · | Softwriters - On February 9, 2015, Roper acquired 100% of the shares of Softwriters Inc., a provider of long-term care pharmacy operating software. |
|---|
| · | Data Innovations - On March 4, 2015, Roper acquired 100% of the shares of Data Innovations LLC, a provider of clinical and blood laboratory middleware. |
|---|
| · | AHP - On September 4, 2015, Roper acquired the assets of Atlantic Health Partners LLC ("AHP"), a group purchasing organization specializing in vaccines for the physician marketplace. |
|---|
| · | Atlas - On October 26, 2015, Roper acquired 100% of the shares of Atlas Database Software Corp. ("Atlas"), a provider of clinical process integration to private and public health sectors. |
|---|
The results of the following acquisitions are reported in the RF Technology segment:
| · | On Center - On July 20, 2015, Roper acquired 100% of the shares of On Center Software LLC ("On Center"), a provider of construction automation technology. |
|---|
| · | RF IDeas - On September 1, 2015, Roper acquired 100% of the shares of RF IDeas, Inc., a provider of proprietary identification card technology solutions. |
|---|
| · | Aderant - On October 21, 2015, Roper acquired 100% of the shares of Aderant Holdings, Inc. ("Aderant"), a provider of comprehensive software solutions for law and other professional services firms. |
|---|
The aggregate purchase price for the 2015 acquisitions was $1.8 billion, paid in cash. Roper purchased the businesses to expand upon existing software, supply chain and medical platforms.
The Company expensed transaction costs of $5.9 million related to the acquisitions as corporate general and administrative expenses, as incurred.
The Company recorded $1.2 billion in goodwill and $731 million in other identifiable intangibles in connection with the acquisitions; however, purchase price allocations are preliminary pending final intangibles valuations and tax-related adjustments. The majority of the goodwill recorded is not expected to be deductible for tax purposes. Of the $731 million of intangible assets acquired, $51 million was assigned to trade names that are not subject to amortization. The remaining $680 million of acquired intangible assets have a weighted-average useful life of 17 years. The intangible assets that make up that amount include customer relationships of $541 million (19 year weighted-average useful life), unpatented technology of $100 million (8 year weighted-average useful life) and software of $39 million (6 year weighted-average useful life).
Divestiture of Abel - On October 2, 2015, Roper completed the sale of Abel Pumps ("Abel") for $106 million (€95 million), net of cash divested. The pretax gain on the divestiture was $70.9 million, which is reported as Other income/(expense), net on the consolidated statement of earnings. The gain resulted in tax expense of $46 million as well as a future tax benefit of $11 million.
The year to date pretax income of Abel was $5.9 million for the period ended October 2, 2015, and $10.3 million and $9.2 million for the years ended December 31, 2014 and 2013, respectively. Abel was reported in the Industrial Technology segment.
2014 Acquisitions – During the year ended December 31, 2014, Roper completed three business combinations. The results of operations of the acquired companies have been included in Roper's consolidated results 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.
Roper acquired 100% of the shares of Foodlink Holdings, Inc. ("Foodlink"), Innovative Product Achievements, LLC ("IPA") and Strategic Healthcare Programs Holdings, LLC ("SHP") on July 2, August 5, and August 14, 2014, respectively. The aggregate purchase price was $303 million, paid in cash. Roper purchased the businesses to expand upon existing supply chain and medical platforms. SHP and IPA are reported in the Medical & Scientific Imaging segment, and Foodlink is reported in the RF Technology segment.
The Company expensed transaction costs of $2.8 million related to the acquisitions as corporate general and administrative expenses, as incurred.
The Company recorded $208 million in goodwill and $99 million in other identifiable intangibles in connection with the acquisitions. The majority of the goodwill recorded is not expected to be deductible for tax purposes. Of the $99 million of intangible assets acquired, $7 million was assigned to trade names that are not subject to amortization. The remaining $92 million of acquired intangible assets have a weighted-average useful life of 17 years. The intangible assets that make up that amount include customer relationships of $82 million (19 year weighted-average useful life), unpatented technology of $7 million (6 year weighted-average useful life), software of $2 million (4 year weighted-average useful life) and backlog of $1 million (1 year weighted-average useful life).
2013 Acquisitions – During the year ended December 31, 2013, Roper completed two business combinations. The results of operations of the acquired companies have been included in Roper's consolidated results 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.
On May 1, 2013, Roper acquired 100% of the shares of Managed Health Care Associates, Inc. ("MHA"), in a $1.0 billion all-cash transaction. MHA is a leading provider of services and technologies to support the diverse and complex needs of alternate site health care providers who deliver services outside of an acute care hospital setting. The acquisition of MHA complements and expands the Company's medical software and services platform. MHA is reported in the Medical & Scientific Imaging segment.
The following table (in thousands) summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition.
| Current assets | $ | 59,813 | ||
|---|---|---|---|---|
| Identifiable intangibles | 465,500 | |||
| Goodwill | 678,183 | |||
| Other assets | 5,798 | |||
| Total assets acquired | 1,209,294 | |||
| Current liabilities | (24,717 | ) | ||
| Long-term deferred tax liability | (162,503 | ) | ||
| Other liabilities | (6,524 | ) | ||
| Net assets acquired | $ | 1,015,550 |
The fair value of current assets acquired also includes an adjustment of $35.0 million for administrative fees related to customer purchases that occurred prior to the acquisition date but not reported to MHA until after the acquisition date. In the ordinary course, these administrative fees are recorded as revenue when reported; however, GAAP accounting for business acquisitions requires the Company to estimate the amount of purchases occurring prior to the acquisition date and record the fair value of the administrative fees to be received from those purchases as an accounts receivable at the date of acquisition. The Company also recorded a fair value liability of $8.6 million included in current liabilities related to corresponding revenue-share obligation owed to customers that generated the administrative fees. Both of these fair value adjustments were fully amortized as of September 30, 2013.
On October 4, 2013, the Company paid $54 million in cash to acquire 100% of the shares of Advanced Sensors, Ltd. ("Advanced Sensors"), a company which manufactures and supports oil-in-water analyzers for the oil and gas industries, in order to expand the Company's product line. Advanced Sensors is reported in the Energy Systems & Controls segment. The Company recorded $28 million in goodwill and $28 million of other identifiable intangibles in connection with the acquisition.
The majority of the goodwill related to the 2013 acquisitions is not expected to be deductible for tax purposes. Of the $493 million of intangible assets acquired in 2013, $28 million was assigned to trade names that are not subject to amortization. The remaining $465 million of acquired intangible assets have a weighted-average useful life of approximately 19 years. The intangible assets that make up that amount include customer relationships of $451 million (20 year weighted-average useful life), technology of $12 million (7 year weighted-average useful life), and $2 million of protective rights in the form of non-compete agreements (5 year weighted-average useful life).
The Company expensed transaction costs of $3.3 million related to the acquisitions as corporate general and administrative expenses, as incurred.
| (3) | Inventories |
|---|
The components of inventories at December 31 were as follows (in thousands):
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Raw materials and supplies | $ | 120,811 | $ | 124,103 | ||||
| Work in process | 22,979 | 29,358 | ||||||
| Finished products | 80,118 | 79,184 | ||||||
| Inventory reserves | (34,040 | ) | (38,879 | ) | ||||
| $ | 189,868 | $ | 193,766 |
| (4) | Property, Plant and Equipment |
|---|
The components of property, plant and equipment at December 31 were as follows (in thousands):
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Land | $ | 2,488 | $ | 4,130 | ||||
| Buildings | 79,182 | 80,775 | ||||||
| Machinery and other equipment | 319,416 | 320,697 | ||||||
| 401,086 | 405,602 | |||||||
| Accumulated depreciation | (295,576 | ) | (294,726 | ) | ||||
| $ | 105,510 | $ | 110,876 |
Depreciation and amortization expense related to property, plant and equipment was $38,185, $40,890 and $37,756 for the years ended December 31, 2015, 2014 and 2013, respectively.
| (5) | Goodwill and Other Intangible Assets |
|---|
The carrying value of goodwill by segment was as follows (in thousands):
| Medical & Scientific Imaging | RF Technology | Industrial Technology | Energy Systems & Controls | Total | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balances at December 31, 2013 | $ | 2,435,506 | $ | 1,254,294 | $ | 425,501 | $ | 434,697 | $ | 4,549,998 | ||||||||||
| Goodwill acquired | 174,347 | 33,596 | - | - | 207,943 | |||||||||||||||
| Currency translation adjustments | (18,847 | ) | (7,102 | ) | (16,537 | ) | (8,002 | ) | (50,488 | ) | ||||||||||
| Reclassifications and other | 3,350 | - | - | (112 | ) | 3,238 | ||||||||||||||
| Balances at December 31, 2014 | $ | 2,594,356 | $ | 1,280,788 | $ | 408,964 | $ | 426,583 | $ | 4,710,691 | ||||||||||
| Goodwill acquired | 476,106 | 720,345 | - | - | 1,196,451 | |||||||||||||||
| Goodwill written off related to divestiture of business | - | - | (20,524 | ) | - | (20,524 | ) | |||||||||||||
| Currency translation adjustments | (31,556 | ) | (7,667 | ) | (14,407 | ) | (8,386 | ) | (62,016 | ) | ||||||||||
| Reclassifications and other | 291 | (167 | ) | - | - | 124 | ||||||||||||||
| Balances at December 31, 2015 | $ | 3,039,197 | $ | 1,993,299 | $ | 374,033 | $ | 418,197 | $ | 5,824,726 |
Reclassifications and other during the year ended December 31, 2015 were due primarily to tax and intangible adjustments for 2014 acquisitions, and during the year ended December 31, 2014 were due primarily to immaterial out of period corrections of tax adjustments for Sunquest that were not material in the current or prior periods. See Note 2 for information regarding acquisitions and divestitures.
Other intangible assets were comprised of (in thousands):
| Cost | Accum. amort. | Net book value | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assets subject to amortization: | ||||||||||||
| Customer related intangibles | $ | 1,975,334 | $ | (543,594 | ) | $ | 1,431,740 | |||||
| Unpatented technology | 217,260 | (134,702 | ) | 82,558 | ||||||||
| Software | 156,449 | (62,882 | ) | 93,567 | ||||||||
| Patents and other protective rights | 26,463 | (18,325 | ) | 8,138 | ||||||||
| Backlog | 1,100 | (443 | ) | 657 | ||||||||
| Trade names | 622 | (72 | ) | 550 | ||||||||
| Assets not subject to amortization: | ||||||||||||
| Trade names | 361,519 | - | 361,519 | |||||||||
| Balances at December 31, 2014 | $ | 2,738,747 | $ | (760,018 | ) | $ | 1,978,729 | |||||
| Assets subject to amortization: | ||||||||||||
| Customer related intangibles | $ | 2,448,509 | $ | (602,615 | ) | $ | 1,845,894 | |||||
| Unpatented technology | 270,170 | (117,405 | ) | 152,765 | ||||||||
| Software | 161,201 | (44,298 | ) | 116,903 | ||||||||
| Patents and other protective rights | 24,160 | (18,659 | ) | 5,501 | ||||||||
| Backlog | 700 | (700 | ) | - | ||||||||
| Trade names | 595 | (122 | ) | 473 | ||||||||
| Assets not subject to amortization: | ||||||||||||
| Trade names | 407,460 | - | 407,460 | |||||||||
| Balances at December 31, 2015 | $ | 3,312,795 | $ | (783,799 | ) | $ | 2,528,996 |
Amortization expense of other intangible assets was $164 million, $153 million, and $147 million during the years ended December 31, 2015, 2014 and 2013, respectively. Amortization expense is expected to be $188 million in 2016, $178 million in 2017, $170 million in 2018, $162 million in 2019 and $156 million in 2020.
| (6) | Accrued Liabilities |
|---|
Accrued liabilities at December 31 were as follows (in thousands):
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Interest | $ | 19,776 | $ | 18,275 | ||||
| Customer deposits | 15,094 | 16,392 | ||||||
| Commissions | 12,079 | 12,025 | ||||||
| Warranty | 10,183 | 9,537 | ||||||
| Accrued dividend | 30,436 | 25,032 | ||||||
| Rebates | 16,511 | 12,968 | ||||||
| Billings in excess of cost | 5,464 | 14,135 | ||||||
| Other | 58,970 | 52,374 | ||||||
| $ | 168,513 | $ | 160,738 |
| (7) | Income Taxes |
|---|
Earnings before income taxes for the years ended December 31, 2015, 2014 and 2013 consisted of the following components (in thousands):
| 2015 | 2014 | 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| United States | $ | 710,614 | $ | 665,219 | $ | 517,432 | ||||||
| Other | 291,731 | 256,237 | 236,698 | |||||||||
| $ | 1,002,345 | $ | 921,456 | $ | 754,130 |
Components of income tax expense for the years ended December 31, 2015, 2014 and 2013 were as follows (in thousands):
| 2015 | 2014 | 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current: | ||||||||||||
| Federal | $ | 229,224 | $ | 218,302 | $ | 166,430 | ||||||
| State | 22,041 | 37,155 | 12,577 | |||||||||
| Foreign | 71,507 | 56,107 | 40,451 | |||||||||
| Deferred: | ||||||||||||
| Domestic | (10,134 | ) | (30,664 | ) | (1,965 | ) | ||||||
| Foreign | (6,360 | ) | (5,477 | ) | (1,656 | ) | ||||||
| $ | 306,278 | $ | 275,423 | $ | 215,837 |
Reconciliations between the statutory federal income tax rate and the effective income tax rate for the years ended December 31, 2015, 2014 and 2013 were as follows:
| 2015 | 2014 | 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | ||||||
| Foreign rate differential | (3.3 | ) | (3.9 | ) | (4.1 | ) | ||||||
| R&D tax credits | (0.5 | ) | (0.4 | ) | (0.5 | ) | ||||||
| State taxes, net of federal benefit | 2.0 | 2.0 | 1.9 | |||||||||
| Section 199 deduction | (1.3 | ) | (1.6 | ) | (1.8 | ) | ||||||
| Other, net | (1.3 | ) | (1.2 | ) | (1.9 | ) | ||||||
| 30.6 | % | 29.9 | % | 28.6 | % |
The deferred income tax balance sheet accounts arise from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes.
Components of the deferred tax assets and liabilities at December 31 were as follows (in thousands):
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| Deferred tax assets: | ||||||||
| Reserves and accrued expenses | $ | 146,014 | $ | 130,508 | ||||
| Inventories | 9,309 | 10,186 | ||||||
| Net operating loss carryforwards | 45,616 | 41,480 | ||||||
| R&D credits | 8,504 | 7,145 | ||||||
| Foreign tax credits | 7,940 | - | ||||||
| Valuation allowance | (19,338 | ) | (16,169 | ) | ||||
| Total deferred tax assets | $ | 198,045 | $ | 173,150 | ||||
| Deferred tax liabilities: | ||||||||
| Reserves and accrued expenses | $ | 11,222 | $ | 27,981 | ||||
| Amortizable intangible assets | 962,143 | 798,502 | ||||||
| Plant and equipment | 4,004 | 4,741 | ||||||
| Total deferred tax liabilities | $ | 977,369 | $ | 831,224 |
At December 31, 2015, the Company had approximately $17.5 million of tax-effected U.S. federal net operating loss carryforwards that if not utilized will expire in years 2023 through 2035. The U.S. federal net operating loss carryforwards increased from 2014 to 2015 primarily due to to additional net operating losses obtained through a recent acquisition. In a recent acquisition, the consolidated group obtained U.S. federal net operating losses subject to an IRC Section 382 limitation; however, the Company expects to utilize the losses in their entirety prior to expiration. The Company has approximately $22.9 million of tax-effected state net operating loss carryforwards (without regard to federal benefit of state) that if not utilized will expire in years 2016 through 2035. The state net operating loss carryforwards are primarily related to Florida, Georgia and New Jersey, but the Company has smaller net operating losses in various other states. The Company has approximately $13.1 million of tax-effected foreign net operating loss carryforwards that if not utilized will begin to expire in 2016, while some do not have a definite expiration. Additionally, the Company has $12.4 million of U.S. federal and state research and development tax credit carryforwards (without regard to federal benefit of state) that will expire in years 2019 through 2035 and $7.9 million of U.S. federal foreign tax credits that, if not utilized, will expire in 2025.
As of December 31, 2015, the Company determined that a total valuation allowance of $19.3 million was necessary to reduce U.S. deferred tax assets by $11.0 million and foreign deferred tax assets by $8.3 million, where it was more likely than not that some portion or all of such deferred tax assets will not be realized. As of December 31, 2015, based on the Company's estimates of future taxable income and any applicable tax-planning strategies within various tax jurisdictions, the Company believes that it is more likely than not that the remaining net deferred tax assets will be realized.
The Company recognizes in the consolidated financial statements only those tax positions determined to be "more likely than not" of being sustained upon examination based on the technical merits of the positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
| 2015 | 2014 | 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beginning balance | $ | 28,567 | $ | 26,924 | $ | 24,865 | ||||||
| Additions for tax positions of prior periods | 3,525 | 6,532 | 3,055 | |||||||||
| Additions for tax positions of the current period | 3,299 | 5,571 | 1,639 | |||||||||
| Additions due to acquisitions | 6,177 | - | 5,026 | |||||||||
| Reductions for tax positions of prior periods | (12,206 | ) | (1,008 | ) | (3,675 | ) | ||||||
| Reductions for tax positions of the current period | ||||||||||||
| Settlements with taxing authorities | (142 | ) | (518 | ) | - | |||||||
| Lapse of applicable statute of limitations | (3,080 | ) | (8,934 | ) | (3,986 | ) | ||||||
| Ending balance | $ | 26,140 | $ | 28,567 | $ | 26,924 |
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $24.2 million. Interest and penalties related to unrecognized tax benefits are classified as a component of income tax expense and totaled a benefit of $1.8 million in 2015. Accrued interest and penalties were $3.4 million at December 31, 2015 and $5.2 million at December 31, 2014. During the next twelve months, the unrecognized tax benefits are expected to decrease by a net $3.2 million, due mainly to anticipated statute of limitations lapses in various jurisdictions.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income taxes of multiple state, city and foreign jurisdictions. The Company's federal income tax returns for 2013 through the current period remain subject to examination and the relevant state, city and foreign statutes vary. At December 31, 2015, the Internal Revenue Service has been and is continuing to examine the Company's income tax returns for the years 2013 and 2014. The Company does not expect the assessment of any significant additional tax in excess of amounts reserved.
| (8) | Long-Term Debt |
|---|
On July 27, 2012, Roper entered into a $1.5 billion unsecured credit facility (the "2012 Facility") with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders. The 2012 Facility included a provision which allowed Roper, subject to compliance with specified conditions, to request term loans or additional revolving credit commitments in an aggregate amount not to exceed $350 million. On October 28, 2015, Roper increased its revolving credit capacity by $350 million, bringing the total revolving credit facility to $1.85 billion. At December 31, 2015, there were $180 million of outstanding borrowings under the 2012 Facility.
The 2012 Facility contains affirmative and negative covenants which, among other things, limit Roper's ability to incur new debt, prepay subordinated debt, make certain investments and acquisitions, sell assets and grant liens, make restricted payments (including the payment of dividends on our common stock) and capital expenditures, or change its line of business. Roper is also subject to financial covenants which require the Company to limit its consolidated total leverage ratio and to maintain a consolidated interest coverage ratio. The most restrictive covenant is the consolidated total leverage ratio which is limited to 3.5.
The Company was in compliance with its debt covenants throughout the years ended December 31, 2015 and 2014.
On December 7, 2015, the Company completed a public offering of $600 million aggregate principal amount of 3.00% senior unsecured notes due December 15, 2020 and $300 million aggregate principal amount of 3.85% senior unsecured notes due December 15, 2025. The notes bear interest at a fixed rate of 3.00% and 3.85% per year, respectively, payable semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2016.
On June 6, 2013, the Company completed a public offering of $800 million aggregate principal amount of 2.05% senior unsecured notes due October 1, 2018. The notes bear interest at a fixed rate of 2.05% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2013.
On November 21, 2012, Roper completed a public offering of $400 million aggregate principal amount of 1.85% senior unsecured notes due November 15, 2017 and $500 million aggregate principal amount of 3.125% senior unsecured notes due November 15, 2022. The notes bear interest at a fixed rate of 1.85% and 3.125% per year, respectively, payable semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2013.
In September 2009, the Company completed a public offering of $500 million aggregate principal amount of 6.25% senior unsecured notes due September 1, 2019. The notes bear interest at a fixed rate of 6.25% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2010.
Roper may redeem some or all of these notes at any time or from time to time, at 100% of their principal amount, plus a make-whole premium based on a spread to U.S. Treasury securities.
The Company's senior notes are unsecured senior obligations of the Company and rank equally in right of payment with all of Roper's existing and future unsecured and unsubordinated indebtedness. The notes are effectively subordinated to any of its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The notes are not guaranteed by any of Roper's subsidiaries and are effectively subordinated to all existing and future indebtedness and other liabilities of Roper's subsidiaries.
Other debt includes $4 million of senior subordinated convertible notes due December 31, 2034.
Total debt at December 31 consisted of the following (in thousands):
| 2015 | 2014 | |||||||
|---|---|---|---|---|---|---|---|---|
| $1.85 billion revolving credit facility | $ | 180,000 | $ | - | ||||
| 2017 Notes | 400,000 | 400,000 | ||||||
| 2018 Notes | 800,000 | 800,000 | ||||||
| 2019 Notes | 500,000 | 500,000 | ||||||
| 2020 Notes | 600,000 | - | ||||||
| 2022 Notes | 500,000 | 500,000 | ||||||
| 2025 Notes | 300,000 | - | ||||||
| Senior Subordinated Convertible Notes | 4,179 | 8,003 | ||||||
| Other | 4,435 | 6,120 | ||||||
| Less unamortized debt issuance costs | (17,392 | ) | (12,749 | ) | ||||
| Total debt | 3,271,222 | 2,201,374 | ||||||
| Less current portion | 6,805 | 11,092 | ||||||
| Long-term debt | $ | 3,264,417 | $ | 2,190,282 |
As disclosed in Note 1, the Company early adopted the ASU issued in April 2015 requiring the Company to present debt issuance costs related to the senior notes as a direct deduction from the principal amount on the consolidated balance sheets. The update required retrospective adoption, and the 2014 consolidated balance sheet has been adjusted by reducing both Other assets (long-term) and Long-term debt, net of current portion by $13 million, the amount of unamortized debt issuance costs related to Roper's senior notes at December 31, 2014.
The 2012 Facility and Roper's $3.1 billion senior notes provide substantially all of Roper's daily external financing requirements. The interest rate on the borrowings under the 2012 Facility is calculated based upon various recognized indices plus a margin as defined in the credit agreement. At December 31, 2015, Roper's debt consisted of $3.1 billion of senior notes and $4 million of senior subordinated convertible notes. In addition, the Company had $4 million of other debt in the form of capital leases, several smaller facilities that allow for borrowings or the issuance of letters of credit in foreign locations to support Roper's non-U.S. businesses and $43 million of outstanding letters of credit at December 31, 2015.
In December 2003, the Company issued through a public offering $230 million of 3.75% subordinated convertible notes due in 2034 at an original issue discount of 60.498% (the "Convertible Notes"). The Convertible Notes are subordinated in right of payment and collateral to all of Roper's existing and future senior debt. Cash interest on the notes was paid semi-annually until January 15, 2009, after which interest is recognized at the effective rate of 3.75% and represents accrual of original issue discount, and only contingent cash interest may be paid. Contingent cash interest may be paid during any six month period if the average trading price of a note for a five trading day measurement period preceding the applicable six month period equals 120% or more of the sum of the issue price, accrued original issue discount and accrued cash interest, if any, for such note. The contingent cash interest payable per note in respect of any six month period will equal the annual rate of 0.25%. In accordance with this criterion, contingent interest has been paid for each six month period since January 15, 2009. Holders receive cash up to the value of the accreted principal amount of the notes converted and, at the Company's option, any remainder of the conversion value may be paid in cash or shares of common stock. Holders may require Roper to purchase all or a portion of their notes on January 15, 2019 at a price of $572.76 per note, on January 15, 2024 at a price of $689.68 per note, and on January 15, 2029 at a price of $830.47 per note, in each case plus accrued cash interest, if any, and accrued contingent cash interest, if any. The Company may only pay the purchase price of such notes in cash and not in common stock. In addition, if Roper experiences a change in control, each holder may require Roper to purchase for cash all or a portion of such holder's notes at a price equal to the sum of the issue price plus accrued original issue discount for non-tax purposes, accrued cash interest, if any, and accrued contingent cash interest, if any, to the date of purchase.
The Convertible Notes are classified as short-term debt as the notes became convertible on October 1, 2005 based upon the Company's common stock trading above the trigger price for at least 20 trading days during the 30 consecutive trading-day periods ending on September 30, 2005.
At December 31, 2015, the conversion price on the outstanding Convertible Notes was $511.62. If converted at December 31, 2015, the value would have exceeded the $4 million principal amount of the Convertible Notes by $16 million and could have resulted in the issuance of 81,778 shares of the Company's common stock.
Future maturities of total debt during each of the next five years ending December 31 and thereafter were as follows (in thousands):
| 2016 | $ | 6,805 | ||
|---|---|---|---|---|
| 2017 | 581,296 | |||
| 2018 | 800,460 | |||
| 2019 | 500,053 | |||
| 2020 | 600,000 | |||
| Thereafter | 800,000 | |||
| Total | $ | 3,288,614 |
| (9) | Fair Value |
|---|
Roper's debt at December 31, 2015 included $3.1 billion of fixed-rate senior notes with the following fair values (in millions):
| $400 million 2017 Notes | $ | 398 | ||
|---|---|---|---|---|
| $800 million 2018 Notes | 795 | |||
| $500 million 2019 Notes | 553 | |||
| $600 million 2020 Notes | 599 | |||
| $500 million 2022 Notes | 488 | |||
| $300 million 2025 Notes | 304 |
The fair values of the senior notes are based on the trading prices of the notes, which the Company has determined to be Level 2 in the FASB fair value hierarchy. Short-term debt included $4 million of fixed-rate convertible notes which were at fair value due to the short-term nature of the notes. Most of Roper's other borrowings at December 31, 2015 were at various interest rates that adjust relatively frequently under its credit facility. The fair value for each of these borrowings at December 31, 2015 was estimated to be the face value of these borrowings.
| (10) | Retirement and Other Benefit Plans |
|---|
Roper maintains four defined contribution retirement plans under the provisions of Section 401(k) of the IRC covering substantially all U.S. employees not subject to collective bargaining agreements. Roper partially matches employee contributions. Costs related all such plans were $20.4 million, $19.5 million and $16.5 million for 2015, 2014 and 2013, respectively.
Roper also maintains various defined benefit retirement plans covering employees of non-U.S. and certain U.S. subsidiaries and a plan that supplements certain employees for the contribution ceiling applicable to the Section 401(k) plans. The costs and accumulated benefit obligations associated with each of these plans were not material.
| (11) | Stock-Based Compensation |
|---|
The Roper Technologies, Inc. Amended and Restated 2006 Incentive Plan ("2006 Plan") is a stock-based compensation plan used to grant incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights or equivalent instruments to the Company's employees, officers, directors and consultants. The 2006 Plan replaced the Amended and Restated 2000 Incentive Plan ("2000 Plan"), and no additional grants will be made from the 2000 Plan. The number of shares reserved for issuance under the 2006 Plan is 14,000,000, plus 17,000 remaining shares that were available to grant under the 2000 Plan at June 28, 2006, plus any shares underlying outstanding awards under the 2000 Plan that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason subsequent to June 28, 2006. At December 31, 2015, 3,175,605 shares were available to grant.
Under the Roper Technologies, Inc., Employee Stock Purchase Plan ("ESPP"), all employees in the U.S. and Canada are eligible to designate up to 10% of eligible earnings to purchase Roper's common stock at a 5% discount to the average closing price of its common stock at the beginning and end of a quarterly offering period. Common stock sold to the employees may be either treasury stock, stock purchased on the open market, or newly issued shares.
Stock based compensation expense for the years ended December 31, 2015, 2014 and 2013 was as follows (in millions):
| 2015 | 2014 | 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock based compensation | $ | 61.8 | $ | 63.0 | $ | 53.4 | ||||||
| Tax benefit recognized in net income | 21.6 | 22.1 | 18.7 | |||||||||
| Windfall tax benefit, net | 22.2 | 21.5 | 16.0 |
Stock Options – Stock options are typically granted at prices not less than 100% of market value of the underlying stock at the date of grant. Stock options typically vest over a period of three to five years from the grant date and expire ten years after the grant date. The Company recorded $15.3 million, $16.6 million, and $16.9 million of compensation expense relating to outstanding options during 2015, 2014 and 2013, respectively, as a component of general and administrative expenses, primarily at corporate.
The Company estimates the fair value of its option awards using the Black-Scholes option valuation model. The stock volatility for each grant is measured using the weighted-average of historical daily price changes of the Company's common stock over the most recent period equal to the expected life of the grant. The expected term of options granted is derived from historical data to estimate option exercises and employee forfeitures, and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The weighted-average fair value of options granted in 2015, 2014 and 2013 were calculated using the following weighted-average assumptions:
| 2015 | 2014 | 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted-average fair value ($) | 33.98 | 34.95 | 37.08 | |||||||||
| Risk-free interest rate (%) | 1.53 | 1.63 | 0.86 | |||||||||
| Average expected option life (years) | 5.10 | 5.22 | 5.19 | |||||||||
| Expected volatility (%) | 22.17 | 27.01 | 36.09 | |||||||||
| Expected dividend yield (%) | 0.62 | 0.58 | 0.56 |
The following table summarizes the Company's activities with respect to its stock option plans for the years ended December 31, 2015 and 2014:
| Number of shares | Weighted-average exercise price per share | Weighted-average contractual term | Aggregate intrinsic value | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outstanding at January 1, 2014 | 2,988,436 | $ | 74.00 | |||||||||||||
| Granted | 650,000 | 137.05 | ||||||||||||||
| Exercised | (587,661 | ) | 55.98 | |||||||||||||
| Canceled | (69,664 | ) | 116.29 | |||||||||||||
| Outstanding at December 31, 2014 | 2,981,111 | 90.48 | 6.37 | $ | 196,378,239 | |||||||||||
| Granted | 628,155 | 162.77 | ||||||||||||||
| Exercised | (400,050 | ) | 82.50 | |||||||||||||
| Canceled | (91,600 | ) | 142.36 | |||||||||||||
| Outstanding at December 31, 2015 | 3,117,616 | 104.54 | 6.08 | $ | 265,782,636 | |||||||||||
| Exercisable at December 31, 2015 | 1,935,351 | $ | 78.76 | 4.55 | $ | 214,879,670 |
The following table summarizes information for stock options outstanding at December 31, 2015:
| Outstanding options | Exercisable options | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exercise price | Number | Average exercise price | Average remaining life (years) | Number | Average exercise price | |||||||||||||||||
| $ | 38.46 - 57.68 | 896,590 | $ | 53.04 | 2.4 | 896,590 | $ | 53.04 | ||||||||||||||
| 57.69 - 76.91 | 298,733 | 72.65 | 5.1 | 298,733 | 72.65 | |||||||||||||||||
| 76.92 - 96.14 | 295,684 | 93.16 | 6.1 | 294,434 | 93.15 | |||||||||||||||||
| 96.15 - 115.37 | 310,597 | 114.82 | 7.0 | 200,319 | 114.60 | |||||||||||||||||
| 115.38 - 134.60 | 562,626 | 130.96 | 8.0 | 195,520 | 130.52 | |||||||||||||||||
| 134.61- 153.82 | 272,036 | 144.28 | 8.7 | 37,422 | 142.12 | |||||||||||||||||
| 153.83 - 173.05 | 413,350 | 165.00 | 9.2 | 11,000 | 156.57 | |||||||||||||||||
| 173.06 - 192.28 | 68,000 | 181.14 | 9.7 | 1,333 | 175.00 | |||||||||||||||||
| $ | 38.46 - 192.28 | 3,117,616 | $ | 104.54 | 6.1 | 1,935,351 | $ | 78.76 |
At December 31, 2015, there was $26.5 million of total unrecognized compensation expense related to nonvested options granted under the Company's share-based payment plans. That cost is expected to be recognized over a weighted-average period of 1.9 years. The total intrinsic value of options exercised in 2015, 2014 and 2013 was $36.9 million, $50.3 million and $28.8 million, respectively. Cash received from option exercises under all plans in 2015 and 2014 was $33.0 million and $32.5 million, respectively.
Restricted Stock Grants - During 2015 and 2014, the Company granted 437,035 and 375,060 shares, respectively, of restricted stock to certain employee and director participants under the 2006 Plan. Restricted stock grants generally vest over a period of 1 to 3 years. The Company recorded $46.5 million, $46.4 million and $36.5 million of compensation expense related to outstanding shares of restricted stock held by employees and directors during 2015, 2014 and 2013, respectively. A summary of the Company's nonvested shares activity for 2015 and 2014 is as follows:
| Number of shares | Weighted-average grant date fair value | |||||||
|---|---|---|---|---|---|---|---|---|
| Nonvested at December 31, 2013 | 573,850 | $ | 103.44 | |||||
| Granted | 375,060 | 142.30 | ||||||
| Vested | (378,994 | ) | 153.16 | |||||
| Forfeited | (27,361 | ) | 106.60 | |||||
| Nonvested at December 31, 2014 | 542,555 | $ | 130.29 | |||||
| Granted | 437,035 | 159.32 | ||||||
| Vested | (243,423 | ) | 183.10 | |||||
| Forfeited | (26,892 | ) | 148.82 | |||||
| Nonvested at December 31, 2015 | 709,275 | $ | 183.90 |
At December 31, 2015, there was $62.2 million of total unrecognized compensation expense related to nonvested awards granted to both employees and directors under the Company's share-based payment plans. That cost is expected to be recognized over a weighted-average period of 2.4 years. Unrecognized compensation expense related to nonvested shares of restricted stock grants is recorded as a reduction to additional paid-in capital in stockholder's equity at December 31, 2015.
Employee Stock Purchase Plan - During 2015, 2014 and 2013, participants of the ESPP purchased 18,132, 20,368 and 20,211 shares, respectively, of Roper's common stock for total consideration of $2.9 million, $2.8 million, and $2.4 million, respectively. All of these shares were purchased from Roper's treasury shares. The Company had no compensation expense relating to the stock purchase plan during 2015, 2014 and 2013.
| (12) | Contingencies |
|---|
Roper, in the ordinary course of business, is the subject of, or a party to, various pending or threatened legal actions, including product liability and employment practices. It is vigorously contesting all lawsuits that, in general, are based upon claims of the kind that have been customary over the past several years. After analyzing the Company's contingent liabilities on a gross basis and, based upon past experience with resolution of its product liability and employment practices claims and the limits of the primary, excess, and umbrella liability insurance coverages that are available with respect to pending claims, management believes that adequate provision has been made to cover any potential liability not covered by insurance. The ultimate liability, if any, arising from these actions should not have a material adverse effect on the consolidated financial position, results of operations or cash flows of Roper.
Roper or its subsidiaries have been named defendants along with numerous industrial companies in asbestos-related litigation claims in certain U.S. states. No significant resources have been required by Roper to respond to these cases and Roper believes it has valid defenses to such claims and, if required, intends to defend them vigorously. Given the state of these claims it is not possible to determine the potential liability, if any.
Roper's rent expense was $40.2 million, $38.4 million and $39.8 million for 2015, 2014 and 2013, respectively. Roper's future minimum property lease commitments are as follows (in millions):
| 2016 | $ | 36.7 | ||
|---|---|---|---|---|
| 2017 | 31.1 | |||
| 2018 | 20.6 | |||
| 2019 | 14.3 | |||
| 2020 | 11.6 | |||
| Thereafter | 32.5 | |||
| Total | $ | 146.8 |
A summary of the Company's warranty accrual activity is presented below (in thousands):
| 2015 | 2014 | 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance, beginning of year | $ | 9,537 | $ | 14,336 | $ | 9,755 | ||||||
| Additions charged to costs and expenses | 14,284 | 13,396 | 20,387 | |||||||||
| Deductions | (13,059 | ) | (18,078 | ) | (15,697 | ) | ||||||
| Other | (579 | ) | (117 | ) | (109 | ) | ||||||
| Balance, end of year | $ | 10,183 | $ | 9,537 | $ | 14,336 |
Other included warranty balances at acquired businesses at the dates of acquisition, the effects of foreign currency translation adjustments, reclassifications and other.
As of December 31, 2015, Roper had $43 million of letters of credit issued to guarantee its performance under certain services contracts or to support certain insurance programs and $505 million of outstanding surety bonds. Certain contracts, primarily those involving public sector customers, require Roper to provide a surety bond as a guarantee of its performance of contractual obligations.
| (13) | Segment and Geographic Area Information |
|---|
Roper's operations are reported in four segments around common customers, markets, sales channels, technologies and common cost opportunities. The segments are: Medical & Scientific Imaging, RF Technology, Industrial Technology and Energy Systems & Controls. The Medical & Scientific Imaging segment offers medical products and software, high performance digital imaging products and software. The RF Technology segment includes products and systems related to comprehensive toll and traffic systems and processing, security and access control, campus card systems, card readers, software-as-a-service applications in the freight matching and food industries, comprehensive business software for legal and construction firms and utility metering and remote monitoring applications. Products included within the Industrial Technology segment are water and fluid handling pumps, flow measurement and metering equipment, industrial valves and controls, materials analysis equipment and consumables and industrial leak testing. The Energy Systems & Controls segment's products include control systems, equipment and consumables for fluid properties testing, vibration sensors and other non-destructive inspection and measurement products and services. Roper's management structure and internal reporting are aligned consistently with these four segments.
There were no material transactions between Roper's business segments during 2015, 2014 and 2013. Sales between geographic areas are primarily of finished products and are accounted for at prices intended to represent third-party prices. Operating profit by business segment and by geographic area is defined as net sales less operating costs and expenses. These costs and expenses do not include unallocated corporate administrative expenses. Items below income from operations on Roper's statement of earnings are not allocated to business segments.
Identifiable assets are those assets used primarily in the operations of each business segment or geographic area. Corporate assets are principally comprised of cash and cash equivalents, deferred tax assets, recoverable insurance claims, deferred compensation assets and property and equipment.
Selected financial information by business segment for 2015, 2014 and 2013 follows (in thousands):
| Medical & Scientific Imaging | RF Technology | Industrial Technology | Energy Systems & Controls | Corporate | Total | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | ||||||||||||||||||||||||
| Net sales | $ | 1,215,318 | $ | 1,033,951 | $ | 745,381 | $ | 587,745 | $ | - | $ | 3,582,395 | ||||||||||||
| Operating profit | 441,931 | 312,112 | 214,538 | 162,128 | (102,791 | ) | 1,027,918 | |||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Operating assets | 265,520 | 293,004 | 182,544 | 194,898 | 9,080 | 945,046 | ||||||||||||||||||
| Intangible assets, net | 4,451,028 | 2,848,911 | 513,155 | 540,628 | - | 8,353,722 | ||||||||||||||||||
| Other | 121,461 | 117,596 | 67,832 | 113,014 | 449,694 | 869,597 | ||||||||||||||||||
| Total | 10,168,365 | |||||||||||||||||||||||
| Capital expenditures | 12,642 | 10,758 | 9,179 | 3,276 | 405 | 36,260 | ||||||||||||||||||
| Depreciation and other amortization | 105,928 | 56,877 | 19,912 | 21,254 | 290 | 204,261 | ||||||||||||||||||
| 2014 | ||||||||||||||||||||||||
| Net sales | $ | 1,080,309 | $ | 950,227 | $ | 827,145 | $ | 691,813 | $ | - | $ | 3,549,494 | ||||||||||||
| Operating profit | 375,867 | 271,177 | 247,596 | 203,021 | (98,188 | ) | 999,473 | |||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Operating assets | 232,380 | 270,458 | 220,115 | 219,284 | 7,002 | 949,239 | ||||||||||||||||||
| Intangible assets, net | 3,842,180 | 1,720,977 | 557,593 | 568,670 | - | 6,689,420 | ||||||||||||||||||
| Other* | 147,529 | 65,636 | 120,681 | 223,831 | 203,849 | 761,526 | ||||||||||||||||||
| Total | 8,400,185 | |||||||||||||||||||||||
| Capital expenditures | 11,430 | 10,521 | 10,713 | 4,634 | 346 | 37,644 | ||||||||||||||||||
| Depreciation and other amortization | 93,683 | 58,702 | 21,135 | 23,281 | 483 | 197,284 | ||||||||||||||||||
| 2013 | ||||||||||||||||||||||||
| Net sales | $ | 902,281 | $ | 904,363 | $ | 779,564 | $ | 651,920 | $ | - | $ | 3,238,128 | ||||||||||||
| Operating profit | 268,172 | 253,532 | 223,053 | 183,679 | (86,075 | ) | 842,361 | |||||||||||||||||
| Assets: | ||||||||||||||||||||||||
| Operating assets | 237,681 | 266,026 | 232,505 | 214,926 | 15,325 | 966,463 | ||||||||||||||||||
| Intangible assets, net | 3,682,465 | 1,725,597 | 583,822 | 597,250 | - | 6,589,134 | ||||||||||||||||||
| Other* | 152,211 | 62,576 | 75,215 | 167,879 | 155,642 | 613,523 | ||||||||||||||||||
| Total* | 8,169,120 | |||||||||||||||||||||||
| Capital expenditures | 10,231 | 10,190 | 17,043 | 4,952 | 112 | 42,528 | ||||||||||||||||||
| Depreciation and other amortization | 85,177 | 60,590 | 21,551 | 21,353 | 519 | 189,190 |
*Other assets have been adjusted due to the adoption of a recent ASU regarding presentation of debt issuance costs (see Note 1). These adjustments were $12,749 and $15,861 for the years ended December 31, 2014 and 2013, respectively.
Summarized data for Roper's U.S. and foreign operations (principally in Canada, Europe and Asia) for 2015, 2014 and 2013, based upon the country of origin of the Roper entity making the sale, was as follows (in thousands):
| United States | Non-U.S. | Eliminations | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | ||||||||||||||||
| Sales to unaffiliated customers | $ | 2,829,752 | $ | 752,643 | $ | - | $ | 3,582,395 | ||||||||
| Sales between geographic areas | 135,363 | 119,006 | (254,369 | ) | - | |||||||||||
| Net sales | $ | 2,965,115 | $ | 871,649 | $ | (254,369 | ) | $ | 3,582,395 | |||||||
| Long-lived assets | $ | 133,522 | $ | 21,960 | $ | - | $ | 155,482 | ||||||||
| 2014 | ||||||||||||||||
| Sales to unaffiliated customers | $ | 2,661,470 | $ | 888,024 | $ | - | $ | 3,549,494 | ||||||||
| Sales between geographic areas | 159,049 | 119,175 | (278,224 | ) | - | |||||||||||
| Net sales | $ | 2,820,519 | $ | 1,007,199 | $ | (278,224 | ) | $ | 3,549,494 | |||||||
| Long-lived assets | $ | 134,855 | $ | 30,781 | $ | - | $ | 165,636 | ||||||||
| 2013 | ||||||||||||||||
| Sales to unaffiliated customers | $ | 2,400,592 | $ | 837,536 | $ | - | $ | 3,238,128 | ||||||||
| Sales between geographic areas | 141,529 | 121,431 | (262,960 | ) | - | |||||||||||
| Net sales | $ | 2,542,121 | $ | 958,967 | $ | (262,960 | ) | $ | 3,238,128 | |||||||
| Long-lived assets | $ | 135,157 | $ | 36,266 | $ | - | $ | 171,423 |
Export sales from the U.S. during the years ended December 31, 2015, 2014 and 2013 were $481 million, $477 million and $479 million, respectively. In the year ended December 31, 2015, these exports were shipped primarily to Asia (36%), Europe (17%), Canada (15%), Middle East (18%), South America (5%), South Pacific (3%) and other (6%).
Sales to customers outside the U.S. accounted for a significant portion of Roper's revenues. Sales are attributed to geographic areas based upon the location where the product is ultimately shipped. Roper's net sales for the years ended December 31, 2015, 2014 and 2013 are shown below by region, except for Canada, which is presented separately as it is the only country in which Roper has had greater than 5% of total sales for any of the three years presented (in thousands):
| Medical & Scientific Imaging | RF Technology | Industrial Technology | Energy Systems & Controls | Total | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 | ||||||||||||||||||||
| Canada | $ | 23,737 | $ | 45,506 | $ | 65,826 | $ | 23,883 | $ | 158,952 | ||||||||||
| Europe | 167,698 | 57,581 | 97,938 | 129,021 | 452,238 | |||||||||||||||
| Asia | 112,732 | 10,019 | 60,817 | 132,088 | 315,656 | |||||||||||||||
| Middle East | 15,877 | 54,165 | 4,220 | 50,227 | 124,489 | |||||||||||||||
| Rest of the world | 20,417 | 10,761 | 24,471 | 55,074 | 110,723 | |||||||||||||||
| Total | $ | 340,461 | $ | 178,032 | $ | 253,272 | $ | 390,293 | $ | 1,162,058 | ||||||||||
| 2014 | ||||||||||||||||||||
| Canada | $ | 24,997 | $ | 45,811 | $ | 106,598 | $ | 31,831 | $ | 209,237 | ||||||||||
| Europe | 185,263 | 54,330 | 121,909 | 157,391 | 518,893 | |||||||||||||||
| Asia | 107,695 | 7,555 | 61,552 | 143,524 | 320,326 | |||||||||||||||
| Middle East | 9,997 | 34,241 | 3,824 | 42,988 | 91,050 | |||||||||||||||
| Rest of the world | 28,722 | 9,333 | 26,134 | 78,186 | 142,375 | |||||||||||||||
| Total | $ | 356,674 | $ | 151,270 | $ | 320,017 | $ | 453,920 | $ | 1,281,881 | ||||||||||
| 2013 | ||||||||||||||||||||
| Canada | $ | 25,502 | $ | 45,954 | $ | 109,361 | $ | 34,260 | $ | 215,077 | ||||||||||
| Europe | 168,394 | 62,825 | 108,644 | 153,807 | 493,670 | |||||||||||||||
| Asia | 103,931 | 8,134 | 65,622 | 136,934 | 314,621 | |||||||||||||||
| Middle East | 9,361 | 44,341 | 3,865 | 32,444 | 90,011 | |||||||||||||||
| Rest of the world | 17,856 | 11,865 | 26,716 | 82,956 | 139,393 | |||||||||||||||
| Total | $ | 325,044 | $ | 173,119 | $ | 314,208 | $ | 440,401 | $ | 1,252,772 |
| (14) | Concentration of Risk |
|---|
Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents and trade receivables.
The Company maintains cash and cash equivalents with various major financial institutions around the world. Cash equivalents include investments in commercial paper of companies with high credit ratings, investments in money market securities and securities backed by the U.S. Government. The Company limits the amount of credit exposure with any one financial institution and believes that no significant concentration of credit risk exists with respect to cash investments.
Trade receivables subject the Company to the potential for credit risk with customers. To reduce credit risk, the Company performs ongoing evaluations of its customers' financial condition.
| (15) | Quarterly Financial Data (unaudited) |
|---|
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | ||||||||||||||||
| 2015 | ||||||||||||||||
| Net sales | $ | 865,281 | $ | 889,541 | $ | 883,933 | $ | 943,640 | ||||||||
| Gross profit | 518,161 | 533,911 | 533,483 | 579,091 | ||||||||||||
| Income from operations | 246,896 | 251,974 | 250,371 | 278,677 | ||||||||||||
| Net earnings | 155,773 | 171,280 | 160,417 | 208,597 | ||||||||||||
| Earnings from continuing operations per common share: | ||||||||||||||||
| Basic | 1.55 | 1.70 | 1.59 | 2.07 | ||||||||||||
| Diluted | 1.54 | 1.69 | 1.58 | 2.05 | ||||||||||||
| 2014 | ||||||||||||||||
| Net sales | $ | 834,052 | $ | 885,175 | $ | 884,122 | $ | 946,145 | ||||||||
| Gross profit | 488,936 | 523,182 | 524,040 | 565,741 | ||||||||||||
| Income from operations | 223,400 | 246,666 | 245,658 | 283,749 | ||||||||||||
| Net earnings | 147,226 | 157,361 | 155,510 | 185,936 | ||||||||||||
| Earnings from continuing operations per common share: | ||||||||||||||||
| Basic | 1.48 | 1.58 | 1.55 | 1.86 | ||||||||||||
| Diluted | 1.46 | 1.56 | 1.54 | 1.84 |
The sum of the four quarters may not agree with the total for the year due to rounding.
| (16) | Subsequent Event |
|---|
In the period following December 31, 2015 but before the filing date of this Annual Report, Roper acquired CliniSys Group Ltd. ("CliniSys"), a provider of medical laboratory software headquartered in the United Kingdom for £170 million in cash. Roper purchased CliniSys to expand upon existing medical software platforms. Purchase accounting has not been completed as of the filing date, and no supplemental pro forma data has been provided as the acquisition is immaterial.
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
Schedule II – Consolidated Valuation and Qualifying Accounts
Years ended December 31, 2015, 2014 and 2013
| Balance at beginning of year | Additions charged to costs and expenses | Deductions | Other | Balance at end of year | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | ||||||||||||||||||||
| Allowance for doubtful accounts and sales allowances | ||||||||||||||||||||
| 2015 | $ | 13,694 | $ | 1,536 | $ | (4,128 | ) | $ | 1,302 | $ | 12,404 | |||||||||
| 2014 | 14,992 | 2,357 | (3,355 | ) | (300 | ) | 13,694 | |||||||||||||
| 2013 | 15,976 | 1,350 | (2,992 | ) | 658 | 14,992 | ||||||||||||||
| Reserve for inventory obsolescence | ||||||||||||||||||||
| 2015 | $ | 38,879 | $ | 8,616 | $ | (9,049 | ) | $ | (4,406 | ) | $ | 34,040 | ||||||||
| 2014 | 43,452 | 8,621 | (11,833 | ) | (1,361 | ) | 38,879 | |||||||||||||
| 2013 | 41,967 | 11,360 | (9,696 | ) | (179 | ) | 43,452 |
Deductions from the allowance for doubtful accounts represented the net write-off of uncollectible accounts receivable. Deductions from the inventory obsolescence reserve represented the disposal of obsolete items.
Other included the allowance for doubtful accounts and reserve for inventory obsolescence of acquired businesses at the dates of acquisition, the effects of foreign currency translation adjustments for those companies whose functional currency was not the U.S. dollar, reclassifications and other.
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