UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018.March 31, 2019.
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                   to                .

Commission File Number   1-12273
ROPER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
 
51-0263969
(I.R.S. Employer Identification No.)
   
6901 Professional Pkwy. East, Suite 200
Sarasota, Florida
(Address of principal executive offices)
 

34240
(Zip Code)
(941) 556-2601
(Registrant'sRegistrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes   o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
þ Yes   o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company"company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.
þ   Large accelerated filer
o   Accelerated filer
  
o   Non-accelerated filer (Do not check if a smaller reporting company)
o   Smaller reporting company
  
 
o   Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  oYes    þ No
----------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each ClassTrading Symbol(s)Name of Each Exchange On Which Registered
Common Stock, $0.01 Par ValueROPNew York Stock Exchange

The number of shares outstanding of the Registrant'sRegistrant’s common stock as of July 27, 2018April 26, 2019 was 103,345,379.103,841,015.

ROPER TECHNOLOGIES, INC.

REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2018MARCH 31, 2019

TABLE OF CONTENTS

  Page
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
   
   
   
 
   
   
   
   
 


PART I.    FINANCIAL INFORMATION
 
ITEM 1.    FINANCIAL STATEMENTS
 
Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings (unaudited)
(in millions, except per share data)
 
Three months ended June 30,
Six months ended June 30,Three months ended March 31,
2018
2017
2018
20172019
2018
Net revenues$1,293.7

$1,134.7

$2,496.2

$2,221.0
$1,287.2

$1,202.5
Cost of sales477.8

429.0

929.8

847.7
476.6

452.0
Gross profit815.9

705.7

1,566.4

1,373.3
810.6

750.5

Selling, general and administrative expenses461.6

411.5

911.9

820.8
464.2

450.3
Income from operations354.3

294.2

654.5

552.5
346.4

300.2

Interest expense, net43.2

45.8

86.4

91.7
43.7

43.2
Other income, net2.3

7.0

0.6

5.9
Other income/(expense), net(3.1)
(1.7)
Gain on disposal of business119.6
 

Earnings before income taxes313.4

255.4

568.7

466.7
419.2

255.3

Income taxes85.0

75.9

129.0

129.1
49.6

44.0

Net earnings$228.4

$179.5

$439.7

$337.6
$369.6

$211.3

Net earnings per share:















Basic$2.21

$1.76

$4.26

$3.31
$3.57

$2.05
Diluted$2.19

$1.74

$4.22

$3.27
$3.53

$2.03

Weighted average common shares outstanding:















Basic103.2

102.1

103.1

102.0
103.6

102.9
Diluted104.4

103.4

104.3

103.2
104.7

104.2
       
Dividends declared per common share$0.4125
 $0.3500
 $0.8250
 $0.7000

See accompanying notes to condensed consolidated financial statements.


Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(in millions)

Three months ended June 30, Six months ended June 30,Three months ended March 31,
2018 2017 2018 20172019 2018
Net earnings$228.4
 $179.5
 $439.7
 $337.6
$369.6
 $211.3
          
Other comprehensive income/(loss), net of tax:       
Other comprehensive income, net of tax:   
Foreign currency translation adjustments(76.2) 49.6
 (18.4) 80.0
28.7
 57.8
Total other comprehensive income/(loss), net of tax(76.2) 49.6
 (18.4) 80.0
Total other comprehensive income, net of tax28.7
 57.8
          
Comprehensive income$152.2
 $229.1
 $421.3
 $417.6
$398.3
 $269.1
 
See accompanying notes to condensed consolidated financial statements.


Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(in millions)
 
June 30,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
ASSETS:      
      
Cash and cash equivalents$421.8
 $671.3
$392.5
 $364.4
Accounts receivable, net669.3
 641.7
629.3
 700.8
Inventories, net201.9
 204.9
207.5
 190.8
Income taxes receivable47.9
 24.4
18.5
 21.7
Unbilled receivables180.0
 143.6
194.4
 169.4
Other current assets81.7
 73.5
91.5
 80.0
Current assets held for sale48.5


52.3
 83.6
Total current assets1,651.1
 1,759.4
1,586.0
 1,610.7
      
Property, plant and equipment, net138.6
 142.5
132.2
 128.7
Goodwill9,389.4
 8,820.3
9,365.4
 9,346.8
Other intangible assets, net3,964.0
 3,475.2
3,766.8
 3,842.1
Deferred taxes29.9
 30.7
93.0
 52.2
Other assets99.8
 88.3
375.4
 101.1
Assets held for sale88.2


95.3
 167.9
      
Total assets$15,361.0
 $14,316.4
$15,414.1
 $15,249.5
      
LIABILITIES AND STOCKHOLDERS' EQUITY:   
LIABILITIES AND STOCKHOLDERS’ EQUITY:   
      
Accounts payable$165.2
 $171.1
$172.6
 $165.3
Accrued compensation181.4
 198.0
164.3
 248.3
Deferred revenue620.0
 566.4
691.1
 677.9
Other accrued liabilities234.4
 266.6
298.0
 258.0
Income taxes payable28.7
 26.4
78.7
 58.3
Other short-term debt14.1
 
Current portion of long-term debt, net801.7
 800.9
1.7
 1.5
Current liabilities held for sale35.0


24.2
 38.9
Total current liabilities2,066.4
 2,029.4
1,444.7
 1,448.2
      
Long-term debt, net of current portion4,821.7
 4,354.6
4,487.0
 4,940.2
Deferred taxes963.7
 829.6
920.5
 931.1
Other liabilities204.9
 239.2
416.6
 191.5
Liabilities held for sale1.4


7.9
 
Total liabilities8,058.1
 7,452.8
7,276.7
 7,511.0
      
Commitments and contingencies (Note 9)

 



 

      
Common stock1.1
 1.0
1.1
 1.1
Additional paid-in capital1,691.6
 1,602.9
1,799.9
 1,751.5
Retained earnings5,833.4
 5,464.6
6,569.4
 6,247.7
Accumulated other comprehensive loss(204.6) (186.2)(214.6) (243.3)
Treasury stock(18.6) (18.7)(18.4) (18.5)
Total stockholders' equity7,302.9
 6,863.6
Total stockholders’ equity8,137.4
 7,738.5
      
Total liabilities and stockholders' equity$15,361.0
 $14,316.4
Total liabilities and stockholders’ equity$15,414.1
 $15,249.5
 
See accompanying notes to condensed consolidated financial statements.

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(in millions)
 
Six months ended June 30,Three months ended March 31,
2018 20172019 2018
Cash flows from operating activities:      
Net earnings$439.7
 $337.6
$369.6
 $211.3
Adjustments to reconcile net earnings to cash flows from operating activities:      
Depreciation and amortization of property, plant and equipment25.2
 24.3
11.7
 12.6
Amortization of intangible assets153.0
 147.2
82.9
 75.3
Amortization of deferred financing costs3.2
 3.6
1.7
 1.6
Non-cash stock compensation54.0
 43.9
25.3
 26.0
Gain on sale of assets
 (9.4)
Gain on disposal of business, net of associated income tax(89.6) 
Changes in operating assets and liabilities, net of acquired businesses:      
Accounts receivable(28.4) 50.1
88.9
 17.3
Unbilled receivables(24.0) (16.9)(25.3) (10.5)
Inventories(15.2) (13.2)(19.5) (9.0)
Accounts payable and accrued liabilities(30.8) 15.3
(92.8) (45.9)
Deferred revenue39.5
 33.3
11.9
 26.3
Income taxes(61.7) (51.0)
Income taxes, excluding tax associated with gain on disposal of businesses(17.6) (13.8)
Cash tax paid for gain on disposal of businesses(39.4) 
Other, net(6.7) (14.7)(17.5) (9.5)
Cash provided by operating activities547.8
 550.1
290.3
 281.7
      
Cash flows from investing activities:      
Acquisitions of businesses, net of cash acquired(1,182.3) (35.5)(3.2) (38.9)
Capital expenditures(23.1) (24.8)(15.8) (9.7)
Capitalized software expenditures(4.4) (5.7)(2.0) (1.9)
Proceeds from sale of assets
 10.5
Proceeds from disposal of business220.4
 
Other, net(0.8) (6.6)(2.2) (1.0)
Cash used in investing activities(1,210.6) (62.1)
Cash from (used in) investing activities197.2
 (51.5)
      
Cash flows from financing activities:      
Borrowings/(payments) under revolving line of credit, net465.0
 (570.0)
Payments under revolving line of credit, net(455.0) (535.0)
Cash dividends to stockholders(84.5) (70.9)(47.7) (42.1)
Proceeds from stock-based compensation, net32.7
 20.7
22.0
 23.8
Treasury stock sales2.8
 2.0
2.2
 1.6
Other0.4
 (0.2)14.2
 0.1
Cash provided by/(used in) financing activities416.4
 (618.4)
Cash used in financing activities(464.3) (551.6)
      
Effect of foreign currency exchange rate changes on cash(3.1) 36.5
4.9
 16.3
      
Net decrease in cash and cash equivalents(249.5) (93.9)
Net increase (decrease) in cash and cash equivalents28.1
 (305.1)
      
Cash and cash equivalents, beginning of period671.3
��757.2
364.4
 671.3
      
Cash and cash equivalents, end of period$421.8
 $663.3
$392.5
 $366.2
 
See accompanying notes to condensed consolidated financial statements.

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated StatementStatements of Changes in Stockholders'Stockholders’ Equity (unaudited)
(in millions)

Common
stock
 
Additional
paid-in
capital
 
Retained
earnings
 
Accumulated
other
comprehensive
loss
 
Treasury
stock
 Total stockholders' equity
Common
stock
 
Additional
paid-in
capital
 
Retained
earnings
 
Accumulated
other
comprehensive
loss
 
Treasury
stock
 Total stockholders’ equity
Balances at December 31, 2017$1.0
 $1,602.9
 $5,464.6
 $(186.2) $(18.7) $6,863.6
Balances at December 31, 2018$1.1
 $1,751.5
 $6,247.7
 $(243.3) $(18.5) $7,738.5
                      
Adoption of ASC 606
 
 14.3
 
 
 14.3
Net earnings
 
 439.7
 
 
 439.7

 
 369.6
 
 
 369.6
Stock option exercises0.1
 39.2
 
 
 
 39.3

 36.8
 
 
 
 36.8
Treasury stock sold
 2.7
 
 
 0.1
 2.8

��2.1
 
 
 0.1
 2.2
Currency translation adjustments
 
 
 (18.4) 
 (18.4)
 
 
 28.7
 
 28.7
Stock-based compensation
 53.4
 
 
 
 53.4

 24.3
 
 
 
 24.3
Restricted stock activity
 (6.6) 
 
 
 (6.6)
 (14.8) 
 
 
 (14.8)
Dividends declared
 
 (85.2) 
 
 (85.2)
Balances at June 30, 2018$1.1
 $1,691.6
 $5,833.4
 $(204.6) $(18.6) $7,302.9
Dividends declared ($0.4625 per share)
 
 (47.9) 
 
 (47.9)
Balances at March 31, 2019$1.1
 $1,799.9
 $6,569.4
 $(214.6) $(18.4) $8,137.4

 
Common
stock
 
Additional
paid-in
capital
 
Retained
earnings
 
Accumulated
other
comprehensive
loss
 
Treasury
stock
 Total stockholders' equity
Balances at December 31, 2017$1.0
 $1,602.9
 $5,464.6
 $(186.2) $(18.7) $6,863.6
            
Adoption of ASC 606
 
 14.3
 
 
 14.3
Net earnings
 
 211.3
 
 
 211.3
Stock option exercises
 29.1
 
 
 
 29.1
Treasury stock sold
 1.5
 
 
 0.1
 1.6
Currency translation adjustments
 
 
 57.8
 
 57.8
Stock-based compensation
 25.7
 
 
 
 25.7
Restricted stock activity
 (5.3) 
 
 
 (5.3)
Dividends declared ($0.4125 per share)
 
 (42.6) 
 
 (42.6)
Balances at March 31, 2018$1.0
 $1,653.9
 $5,647.6
 $(128.4) $(18.6) $7,155.5

 
See accompanying notes to condensed consolidated financial statements.


Roper Technologies, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
All currency and share amounts are in millions, except per share data

1.    Basis of Presentation

The accompanying condensed consolidated financial statements for the three and six months ended June 30,March 31, 2019 and 2018 and 2017 are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position, results of operations, comprehensive income and cash flows of Roper Technologies, Inc. and its subsidiaries ("(“Roper," the "Company," "we," "our"“Company,” “we,” “our” or "us"“us”) for all periods presented. The December 31, 20172018 financial position data included herein was derived from the audited consolidated financial statements included in the Company's 2017Company’s 2018 Annual Report on Form 10-K ("(“Annual Report"Report”) filed on February 23, 201825, 2019 with the Securities and Exchange Commission ("SEC"(“SEC”) but does not include all disclosures required by U.S. generally accepted accounting principles ("GAAP"(“GAAP”).

Roper'sRoper’s management has made estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates.

The results of operations for the three and six months ended June 30, 2018March 31, 2019 are not necessarily indicative of the results to be expected for the full year. You should read these unaudited condensed consolidated financial statements in conjunction with Roper'sRoper’s audited consolidated financial statements and the notes thereto included in its Annual Report. Certain prior period amounts have been reclassified to conform to current period presentation.

Changes in Segment Reporting Structure

During the first quarter of 2019, we implemented a realignment of our reportable segment structure. The new reportable segments continue to provide a transparent view into Roper’s operations and capital deployment objectives. The Company’s new reporting segment structure reinforces Roper’s diversified, niche market strategy by reporting based upon business models instead of end markets. The four new reportable segments (and businesses within each) are as follows:

Application Software -Aderant, CBORD, CliniSys, Data Innovations, Deltek, Horizon, IntelliTrans, PowerPlan, Strata, Sunquest
Network Software & Systems -ConstructConnect, DAT, Inovonics, iTradeNetwork, Link Logistics, MHA, RF IDeas, SHP, SoftWriters, TransCore
Measurement & Analytical Solutions -Alpha, CIVCO Medical Solutions, CIVCO Radiotherapy, Dynisco, FMI, Gatan, Hansen, Hardy, IPA, Logitech, Neptune, Northern Digital, Struers, Technolog, Uson, Verathon
Process Technologies -AMOT, CCC, Cornell, FTI, Metrix, PAC, Roper Pump, Viatran, Zetec

The day-to-day operations of our businesses, our organizational structure, and our strategy remain unchanged. All prior periods have been recast to reflect the changes noted above.

Accounting Policies Update

The Company adopted the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("842, Leases (“ASC 606"842”), as of January 1, 20182019 using the modified retrospectivecumulative effect transition method. We recorded a net increase to opening retained earningsmethod for leases in existence as of $14.3 due to the cumulative impactdate of adopting ASC 606. The impact of adopting ASC 606 was not material tothe Company's results of operations for the three and six months ended June 30, 2018.adoption.

Our accounting policies are detailed in Note 1 of the Notes to Consolidated Financial Statements inof our Annual Report. Changes to our accounting policies as a result of adopting ASC 606842 are as follows:

Revenue RecognitionLeases - The Company adopted ASC 606 as of842 on January 1, 20182019 using the modified retrospectivecumulative effect transition method for all contracts not substantially completedleases in existence as of the date of adoption. The reported results for 20182019 reflect the application of ASC 606842 guidance while the reported results for 20172018 were prepared under the previous guidance of ASC Topic 605, Revenue Recognition.840, Leases (“ASC 840”). The adoption of ASC 606842 represents a change in accounting principle that is intended to more closely align revenue recognition with the transfer of control of the Company's productsrecognizes right-of-use (“ROU”) assets and services to the customer. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these products and/or services. To achieve this principle, the Company applies the following five steps:

identify the contract with the customer;
identify the performance obligations in the contract;
determine the transaction price;
allocate the transaction price to performance obligations in the contract; and
recognize revenue when or as the Company satisfies a performance obligation.

Disaggregated Revenue - We disaggregate our revenues into two categories: (i) software and related services; and (ii) engineered products and related services. Software and related services revenues are primarily derived from our RF Technology and Medical & Scientific Imaging reportable segments. Engineered products and related services revenues are derivedlease liabilities arising from all of our reportable segments and comprise substantially all of the revenues generated in our Energy Systems & Controls and Industrial Technology reportable segments. See details in the table below.

  Three months ended June 30, 2018 Six months ended June 30, 2018
   
Software and related services $533.1
 $1,025.7
Engineered products and related services 760.6
 1,470.5
Net revenues $1,293.7
 $2,496.2

Software and related services

Software-as-a-Service ("SaaS") - SaaS subscriptions and ongoing related support are generally accounted for as a single performance obligation and recognized ratably over the contractual term. In addition, SaaS arrangements may include implementation services which are accounted for as a separate performance obligation and recognized over time, using the input method. Payment is generally required within 30 days of the commencement of the SaaS subscription period, which is primarily offered to customers over a one-year timeframe.

Licensed Software - Performance obligations in our customer contracts may include:

Perpetual or time-based ("term") software licenses
Post contract support (“PCS”)
Implementation/installation services

Software licenses may be combined with implementation/installation services as a single performance obligation if the implementation/installation significantly modifies or customizes the functionality of the software license.

We recognize revenue over time or at a point in time depending on our evaluation of when the customer obtains control over the promised products or services. For software arrangements that include multiple performance obligations, we allocate revenue to each performance obligation based on estimates of the price that we would charge the customer for each promised product or service if it were sold on a standalone basis.

Payment for software licenses is generally required within 30 to 60 days of the transfer of control. Payment for PCS is generally required within 30 to 60 days of the commencement of the service period, which is primarily offered to customers over a one-year timeframe. Payment for implementation/installation services that are recognized over time are typically commensurate with milestones defined in the contract.

Engineered products and related services

Revenue from product sales is recognized when control transfers to the customer, which is generally when the product is shipped.

Non-project-based installation and repair services are performed by certain of our businesses for which revenue is recognized upon completion.

Payment terms are generally 30 to 60 days from the transfer of control.

Preventative maintenance service revenues are recognized over time using the input method. If we determine our efforts or inputs are expended evenly throughout the performance period, we generally recognize revenue on a straight-line basis. Payment for preventative maintenance services are typically commensurate with milestones defined in the contract.

We offer customers return rights and other credits subject to certain restrictions. We estimate variable consideration generally based on historical experience to arrive at the transaction price, or the amount to which we ultimately expect to be entitled from the customer.

Revenues from our project-based businesses, including toll and traffic systems and control systems, are generally recognized over time using the input method, primarily utilizing the ratio of costs incurred to total estimated costs, as the measure of performance. For these projects, payment is typically commensurate with certain performance milestones defined in the contract. Retention and down payments are also customary in these contracts. Estimated losses on any projects are recognized as soon as such losses become probable and reasonably estimable. The impact on revenues due to changes in estimates was immaterial for the three and six months ended June 30, 2018.


Accounts receivable, net - Accounts receivable, net includes amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. Accounts receivable are stated net of an allowance for doubtful accounts and sales allowances. 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.

Unbilled receivables - Our unbilled receivablesinclude unbilled amounts typically resulting from sales under project-based contracts when the input method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not solely due to the passage of time. Amounts may not exceed their net realizable value.

Payment terms do not contain a significant financing component.

Deferred revenues - We record deferred revenues when cash payments are received or due in advance of our performance. Our deferred revenues relate primarily to software and related services. In most cases we recognize these deferred revenues ratably over time as the SaaS or PCS performance obligation is satisfied. The non-current portion of deferred revenue is included in "Other liabilities" in our condensed consolidated balance sheets.

Our unbilled receivables and deferred revenues are reported in a net position on a contract-by-contract basis at the end of each reporting period. We classify these balances as current or non-currentleases based on the timingpresent value of when we expect to recognize revenue.

Deferred commissions - Our incremental direct costs of obtaining a contract, which consist of sales commissions primarilyfuture minimum lease payments over the lease term. Consistent with ASC 840, lease expense for our software sales, are deferred and amortizedminimum lease payments is recognized on a straight-line basis over the periodlease term. The Company’s adoption of ASC 842 had no impact on our condensed consolidated statement of earnings or our condensed consolidated statement of cash flows.


We elected the package of practical expedients permitted under the transition guidance within ASC 842, which allowed us: (i) to carry forward the historical lease classification, (ii) not to reassess whether any existing contract performance orcontains a longer period, depending on factslease and circumstances. We classify deferred commissions(iii) not to reassess initial direct costs for existing leases.

Operating leases are classified as current or non-current based on the timing of when we expect to recognize the expense. Theoperating lease ROU assets and current and non-current portions of deferred commissions are included in "Other current assets" and "Other assets," respectively, inoperating lease liabilities on our condensed consolidated balance sheets. At June 30, 2018 and January 1, 2018, we had $23.7 and $20.7sheet. Finance leases are not material.

Adoption of deferred commissions, respectively. We recognized $6.4 and $11.3 of expense related to deferred commissionsASC 842 resulted in the threerecognition of operating lease ROU assets and six months ended June 30, 2018, respectively.

Remaining performance obligations - Remaining performance obligations represents the transaction pricetotal operating lease liabilities of firm orders for which work has not been performed$274.0 and excludes unexercised contract options. As of June 30, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations was $2,852.7. We expect to recognize revenue on approximately 62% of our remaining performance obligations over the next 12 months, with the remainder to be recognized thereafter.

Financial Statement Impact of Applying ASC 606

The Company adopted ASC 606 using the modified retrospective transition method for all contracts not substantially completed as of the date of adoption. The cumulative impact of the adoption of ASC 606 to the consolidated balance sheet$282.7, respectively, as of January 1, 2018 was as follows:

 As reported   Adjusted
 December 31, Impact of January 1,
 2017 ASC 606 Adoption 2018
ASSETS:     
Unbilled receivables$143.6
 $2.8
 $146.4
Other current assets73.5
 (1.0) 72.5
Other assets88.3
 3.2
 91.5
      
LIABILITIES:     
Deferred revenue566.4
 (13.5) 552.9
Deferred taxes829.6
 4.6
 834.2
Other liabilities239.2
 (0.4) 238.8
      
STOCKHOLDERS' EQUITY:     
Retained earnings5,464.6
 14.3
 5,478.9


Deferred Revenue & Unbilled Receivables
2019. Certain of Roper's businesses sell perpetualthe ROU assets and term licenses of their software to customers in conjunction with other products and services, primarily PCS and implementation services. In some cases, undertotal operating lease liabilities have been reclassified within the previous revenue guidance, vendor-specific objective evidence ("VSOE") was unavailableheld for perpetual and term licenses and associated implementation services, and revenue recognition was deferred until all elements were delivered, all services had been performed, or until fair value could be objectively determined. The revenues associated with these licenses and implementation was generally deferred oversale line items on the contractual term of the PCS services. Under ASC 606, VSOE is no longer a requirement for a deliverable in a multiple-element software arrangement to be considered a separate performance obligation. The reduction in deferred revenues as well as the increase in unbilled receivables is due primarilycondensed consolidated balance sheet related to the accelerationclassification of revenue recognition associated with certain perpetualGatan and term licensesthe Imaging businesses (collectively, the “Scientific Imaging” businesses) as held for sale. The difference between the operating lease ROU assets and associated implementation services as a result oftotal operating lease liabilities is the adoption of ASC 606.

Other Current Assets
The reduction in other current assets is due primarily to the recognitionreclassification of previously recognized deferred software licensing costs associated with the acceleration of revenue recognition associated with certain perpetual and term software licenses discussed above.

Other Assets
The increase in other assets is due primarily to the acceleration of revenue recognition for which we do not expect to bill customers within the next 12 months as well as deferred commissions previously expensed as incurred associated with our software sales. These deferred commissions are amortized on a straight-line basis over the period of contract performance or a longer period, generally the estimated life of the customer relationship, if renewals are expected and the renewal commission is not commensurate with the initial commission.

Income Taxes
rent liabilities against operating lease ROU assets. The adoption of ASC 606 resulted842 did not result in the acceleration of revenue recognition, which generated additional netan adjustment to retained earnings and it did not impact our deferred tax assets or liabilities.

The Company’s operating leases are primarily for real property in support of our business operations. Although many of our leases contain renewal options, we generally are not reasonably certain to exercise these options at the commencement date. Accordingly, renewal options are generally not included in the lease term for determining the ROU asset and lease liability at commencement.

Variable lease payments generally depend on an inflation-based index and such payments are not included in the original estimate of the lease liability. These variable lease payments are not material.

Discount rates are determined based on Roper’s incremental borrowing rate as our leases generally do not provide an implicit rate.

2.    Recent Accounting Pronouncements

The FASB establishes changes to accounting principles under GAAP in the form of accounting standards updates ("ASUs"(“ASUs”) to the ASC. The Company considers the applicability and impact of all ASUs. Any recent ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on the Company'sCompany’s results of operations, financial position or cash flows.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASC 842, which included the recognition of right-of-use lease assets and lease liabilities on the balance sheet and disclosing other key information about leasing arrangements. The Company adopted ASC 842 on January 1, 2019 using the cumulative effect transition method for leases in existence as of the date of adoption. See Note 1 of the Condensed Consolidated Financial Statements for details.

In May 2014, the FASB issued ASC 606, which created a single, comprehensive revenue recognition model for all contracts with customers. The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method. See Note 1 of the Condensed Consolidated Financial Statements for details.

In January 2017, the FASB issued an update simplifying the test for goodwill impairment. This update, effective onmethod resulting in a prospective basis for goodwill impairment tests performed in fiscal years$14.3 increase to beginning after December 15, 2019, eliminates Step 2 from the goodwill impairment test. Under the amendments in the update, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. Early adoption is permitted for interim or annual impairment tests performed on testing dates after January 1, 2017. The Company elected to early adopt this update for its annual goodwill impairment testing during the fourth quarter of 2017. The update did not have an impact on the Company's results of operations, financial position or cash flows.

In August 2016, the FASB issued an update clarifying the classification of certain cash receipts and cash payments in the statement of cash flows. This update, effective for annual reporting periods after December 15, 2017, including interim periods within those annual periods, addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The update did not have an impact on the Company's results of operations, financial position or cash flows.retained earnings.

Recently Released Accounting Pronouncements

In February 2016,August 2018, the FASB issued an update on lease accounting.which clarifies the accounting for implementation costs in cloud computing arrangements. This update is effective for annual reporting periods, after December 15, 2018, including interim periods within those annual periods, provides amendments to current lease accounting. These amendments include the recognition of lease assets and lease liabilities on the balance sheet and disclosing other key information about leasing arrangements.beginning after December 15, 2019. Early adoption is permitted. We have not yet completed our assessment ofThe Company is evaluating the impact of thethis update on its results of operations and financial condition.

In June 2016, the Company’s consolidatedFASB issued an update which amends the measurement of credit losses on financial statements. We are ininstruments by requiring entities to use a forward-looking approach based on expected losses rather than incurred losses to estimate credit losses on certain types of financial instruments, including trade receivables. This update is effective for public entities for fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is evaluating the early stages of implementation and currently believe the primary impact upon the adoption of this update will be the recognitionon its results of a material right-of-use assetoperations and an offsetting lease liability for our real estate leases.financial condition.

3.    Earnings Per ShareWeighted Average Shares Outstanding

Basic earnings per share were calculated using net earnings and the weighted average number of shares of common stock outstanding during the respective period. 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 period. Potentially dilutive common stock consisted of stock options based upon the trading price of Roper'sRoper’s common stock. The effects of potential common stock were determined using the treasury stock method. Weighted average shares outstanding are shown below:
Three months ended June 30, Six months ended June 30,Three months ended March 31,
2018 2017 2018 20172019 2018
Basic shares outstanding103.2
 102.1
 103.1
 102.0
103.6
 102.9
Effect of potential common stock:          
Common stock awards1.2
 1.3
 1.2
 1.2
1.1
 1.3
Diluted shares outstanding104.4
 103.4
 104.3
 103.2
104.7
 104.2

For the three and six months ended June 30, 2018,March 31, 2019, there were 0.6781.381 outstanding stock options, that were not included in the determination of diluted earnings per share because doing so would have been antidilutive, as compared to 0.412 and 0.5810.634 outstanding stock options that would have been antidilutive in the respective 2017 periods.

2018 period.

4.    Business AcquisitionsAcquisition and Assets and Liabilities Held for Sale

Business Acquisitions

During the first quarter of 2019 Roper completed five business acquisitionsreached a definitive agreement to acquire Foundry in the six months ended June 30, 2018, with an aggregate purchase price of $1,182.3, net of cash acquired. The results of operations of the acquired businesses are included in Roper's condensed consolidated results of operations since the date of each acquisition. Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on Roper's condensed consolidated results of operations individually or in aggregate.

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

In the six months ended June 30, 2018, Roper completed three business acquisitions which provide software solutions that support the development of cost estimates in the construction industry: Quote Software, PlanSwift Software, and Smartbid.

Acquisition of PowerPlan -all-cash transaction valued at £410.0 (GBP). On June 4, 2018,April 18, 2019, Roper acquired 100% of the shares of PowerPlan, Inc.,Foundry, a leading provider of software technologies used to deliver award-winning visual effects and 3D content for the entertainment, visualization, and digital design industries. We will include the results of Foundry beginning in our second quarter 2019 condensed consolidated financial and compliance management software and solutions to large complex companies in asset-intensive industries.

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

The Company recorded $660.2 in goodwill and $657.4 of other identifiable intangibles in connection with the acquisitions; however, purchase price allocations are preliminary pending final tax-related adjustments. The amortizable intangible assets include customer relationships of $586.8 (19 year weighted average useful life) and technology of $43.6 (8 year weighted average useful life).

statements within our Network Software & Systems reportable segment.

Assets and Liabilities Held for Sale

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

At June 30,December 31, 2018 and March 31, 2019, the assets and liabilities of Gatan were reclassifiedclassified as held for sale on Roper'sRoper’s condensed consolidated balance sheet. This reclassification resulted in the recognition ofsheets. The Company recognized a deferred tax liability of $10.0 associated with the excess of book basis over tax basis in the shares of Gatan.Gatan during 2018.

The Company closed on its sale of Princeton Instruments, Photometrics, Lumenera, and other brands (collectively, the “Imaging” businesses) to Teledyne Incorporated on February 5, 2019 for approximately $225.0 in cash. The results of the Imaging businesses are reported in the Measurement & Analytical Solutions segment through such date. The sale resulted in a pretax gain of $119.6, which is reported within “Gain on disposal of business” in the condensed consolidated statement of earnings. In addition, we recognized income tax expense of $30.0 in connection with the sale, which is included within “Income taxes” in the condensed consolidated statement of earnings. The assets and liabilities of the Imaging businesses were classified as held for sale on Roper’s condensed consolidated balance sheet at December 31, 2018.

5.    Stock Based Compensation

The Roper Technologies, Inc. 2016 Incentive Plan ("(“2016 Plan"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 Roper'sRoper’s employees, officers, directors and consultants.







The following table provides information regarding the Company'sCompany’s stock-based compensation expense:
Three months ended June 30, Six months ended June 30,Three months ended March 31,
2018 2017 2018 20172019 2018
Stock-based compensation$28.0
 $22.8
 $54.0
 $43.9
$25.3
 $26.0
Tax effect recognized in net earnings5.9
 8.0
 11.3
 15.4
5.3
 5.5

Stock Options - In the sixthree months ended June 30, 2018, 0.660March 31, 2019, 0.686 options were granted with a weighted average fair value of $57.45$67.61 per option. During the same period in 2017, 0.5212018, 0.614 options were granted with a weighted average fair value of $40.42$57.39 per option. All options were issued with an exercise price equal to the closing price of Roper’s common stock on the date of grant, as required by the 2016 Plan.

Roper records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. Historical data is used to estimate the expected price volatility, the expected dividend yield, the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following weighted average assumptions were used to estimate the fair value of options granted during current and prior year periods using the Black-Scholes option-pricing model:
Six months ended June 30,Three months ended March 31,
2018 20172019 2018
Risk-free interest rate (%)2.63 2.052.44 2.61
Expected option life (years)5.32 5.275.41 5.32
Expected volatility (%)18.02 18.8119.24 18.00
Expected dividend yield (%)0.59 0.680.59 0.59

Cash received from option exercises for the sixthree months ended June 30,March 31, 2019 and 2018 was $36.8 and 2017 was $39.3 and $26.9,$29.1, respectively.

Restricted Stock AwardsGrants - During the sixthree months ended June 30, 2018, 0.357 restricted stock awards wereMarch 31, 2019, the Company granted 0.258 shares with a weighted average grant date fair value of $277.72$309.02 per restricted share. During the same period in 2017, 0.317 restricted stock awards were2018, the Company granted 0.298 shares with a weighted average grant date fair value of $196.28$277.15 per restricted share. All grants were issued at grant date fair value.

During the sixthree months ended June 30, 2018, 0.108March 31, 2019, 0.147 restricted awardsshares vested with a weighted average grant date fair value of $183.90$180.62 per restricted share and a weighted average vest date fair value of $277.72$303.78 per restricted share.

Employee Stock Purchase Plan - Roper'sRoper’s stock purchase plan allows employees in the U.S. and Canada to designate up to 10% of eligible earnings to purchase Roper'sRoper’s common stock at a 5% discount to the average closing price of the stock at the beginning and end of a quarterly offering period. Common stock sold to employees pursuant to the stock purchase plan may be either treasury stock, stock purchased on the open market, or newly issued shares.


During the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, participants in the employee stock purchase plan purchased 0.0110.008 and 0.0100.006 shares of Roper'sRoper’s common stock for total consideration of $2.8$2.2 and $2.0,$1.6, respectively. All shares were purchased from Roper'sRoper’s treasury shares.


6.    Inventories

The components of inventory were as follows:
June 30,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
Raw materials and supplies$128.4
 $132.9
$128.8
 $120.3
Work in process29.9
 27.7
30.7
 26.2
Finished products78.1
 82.4
79.3
 74.6
Inventory reserves(34.5) (38.1)(31.3) (30.3)
$201.9
 $204.9
$207.5
 $190.8

7.    Goodwill and Other Intangible Assets

The carrying value of goodwill by segment was as follows:
RF Technology 
Medical &
 Scientific Imaging
 
Industrial
Technology
 
Energy Systems
 & Controls
 TotalApplication Software Network Software & Systems Measurement &Analytical Solutions Process Technologies Total
Balances at December 31, 2017$4,798.9
 $3,205.9
 $377.5
 $438.0
 $8,820.3
Balances at December 31, 2018$5,236.1
 $2,623.7
 $1,174.7
 $312.3
 $9,346.8
Additions660.2
 
 
 
 660.2

 
 
 
 
Goodwill related to assets held for sale
 (79.1) 
 
 (79.1)
 
 
 
 
Other2.2
 
 
 
 2.2
1.0
 
 
 
 1.0
Currency translation adjustments(4.6) (4.4) (2.5) (2.7) (14.2)10.3
 0.7
 4.7
 1.9
 17.6
Balances at June 30, 2018$5,456.7
 $3,122.4
 $375.0
 $435.3
 $9,389.4
Balances at March 31, 2019$5,247.4
 $2,624.4
 $1,179.4
 $314.2
 $9,365.4

Other relates primarily to working capitalpurchase accounting adjustments for acquisitions.


Other intangible assets were comprised of:
Cost 
Accumulated
amortization
 
Net book
value
Cost 
Accumulated
amortization
 
Net book
value
Assets subject to amortization:          
Customer related intangibles$3,355.2
 $(913.7) $2,441.5
$3,926.8
 $(1,083.6) $2,843.2
Unpatented technology544.1
 (207.7) 336.4
504.0
 (199.5) 304.5
Software184.7
 (84.8) 99.9
172.0
 (93.2) 78.8
Patents and other protective rights26.1
 (22.7) 3.4
9.7
 (7.5) 2.2
Trade names6.6
 (1.7) 4.9
7.3
 (2.8) 4.5
Assets not subject to amortization:          
Trade names587.7
 
 587.7
608.9
 
 608.9
In process research and development1.4
 
 1.4
Balances at December 31, 2017$4,705.8
 $(1,230.6) $3,475.2
Balances at December 31, 2018$5,228.7
 $(1,386.6) $3,842.1
     
Assets subject to amortization:          
Customer related intangibles$3,924.6
 $(1,005.8) $2,918.8
$3,931.7
 $(1,144.4) $2,787.3
Unpatented technology499.9
 (165.1) 334.8
505.0
 (218.6) 286.4
Software174.8
 (86.0) 88.8
172.3
 (97.9) 74.4
Patents and other protective rights16.5
 (13.3) 3.2
12.1
 (7.8) 4.3
Trade names6.8
 (2.4) 4.4
7.9
 (3.1) 4.8
Assets not subject to amortization:          
Trade names612.6
 
 612.6
609.6
 
 609.6
In process research and development1.4
 
 1.4
Balances at June 30, 2018$5,236.6
 $(1,272.6) $3,964.0
Balances at March 31, 2019$5,238.6
 $(1,471.8) $3,766.8

Amortization expense of other intangible assets was $152.6$82.6 and $146.5$75.1 during the sixthree months ended June 30,March 31, 2019 and 2018, and 2017, respectively.

An evaluation of the carrying value of goodwill and indefinite-lived intangibles is required to be performed on an annual basis and on 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. There have been no events or changes in circumstances which indicate an interim impairment review is required in 2018.2019. The Company will perform the annual analysis during the fourth quarter of 2018.2019.

8.    Fair Value of Financial Instruments

Roper'sRoper’s debt at June 30, 2018March 31, 2019 included $3,900$4,100 of fixed-rate senior notes with the following fair values:
$800 2.050% senior notes due 2018$799
$500 6.250% senior notes due 2019518
$600 3.000% senior notes due 2020596
$500 2.800% senior notes due 2021489
$500 3.125% senior notes due 2022492
$300 3.850% senior notes due 2025296
$700 3.800% senior notes due 2026681
$600 3.000% senior notes due 2020602
$500 2.800% senior notes due 2021499
$500 3.125% senior notes due 2022503
$700 3.650% senior notes due 2023716
$300 3.850% senior notes due 2025308
$700 3.800% senior notes due 2026708
$800 4.200% senior notes due 2028831

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.


9.    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 that, in general, are based upon claims of the kind that have been customary over the past several years and which the Company is vigorously defending. After analyzing the Company'sCompany’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, and that the ultimate liability, if any, arising from these actions should not have a material adverse effect on Roper'sRoper’s consolidated financial position, results of operations or cash flows.

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. In April 2018, a stockholder derivative complaint was filed in Sarasota County, Florida against the Company, nominally, and its directors and former chairman & chief executive officer (“CEO”), alleging the directors breached their fiduciary duties and were unjustly enriched by the compensation earned by the nonexecutive directors and the CEO in 2015 and 2016. A motion to dismiss the complaint is pending.

Roper'sRoper’s consolidated financial statements include accruals for potential product liability and warranty claims based on its claims experience. Such costs are accrued at the time revenue is recognized. A summary of the warranty accrual activity for the sixthree months ended June 30, 2018March 31, 2019 is presented below:

Balance at December 31, 2017$10.6
Additions charged to costs and expenses4.0
Deductions(4.8)
Warranty related to liabilities held for sale(0.9)
Other(0.1)
Balance at June 30, 2018$8.8

Balance at December 31, 2018$9.3
Additions charged to costs and expenses3.3
Deductions(2.7)
Balance at March 31, 2019$9.9

10.    Business Segments

Net revenues and operating profit by segment are set forth in the following table:
 Three months ended June 30,   Six months ended June 30,  
 2018 2017 Change 2018 2017 Change
Net revenues           
RF Technology$537.4
 $460.5
 16.7 % $1,019.0
 $890.1
 14.5%
Medical & Scientific Imaging373.7
 350.8
 6.5 % 740.0
 699.0
 5.9%
Industrial Technology231.6
 192.9
 20.1 % 447.7
 376.3
 19.0%
Energy Systems & Controls151.0
 130.5
 15.7 % 289.5
 255.6
 13.3%
Total$1,293.7
 $1,134.7
 14.0 % $2,496.2
 $2,221.0
 12.4%
Gross profit:           
RF Technology$344.4
 $279.7
 23.1 % $646.1
 $531.2
 21.6%
Medical & Scientific Imaging265.6
 254.1
 4.5 % 526.6
 506.0
 4.1%
Industrial Technology118.8
 98.2
 21.0 % 227.4
 191.3
 18.9%
Energy Systems & Controls87.1
 73.7
 18.2 % 166.3
 144.8
 14.8%
Total$815.9
 $705.7
 15.6 % $1,566.4
 $1,373.3
 14.1%
Operating profit*:           
RF Technology$157.6
 $119.5
 31.9 % $277.9
 $208.5
 33.3%
Medical & Scientific Imaging125.6
 121.3
 3.5 % 246.3
 241.1
 2.2%
Industrial Technology74.1
 58.3
 27.1 % 139.8
 111.9
 24.9%
Energy Systems & Controls41.9
 32.9
 27.4 % 77.1
 63.1
 22.2%
Total$399.2
 $332.0
 20.2 % $741.1
 $624.6
 18.7%
Long-lived assets:           
RF Technology$97.4
 $80.1
 21.6 %      
Medical & Scientific Imaging41.7
 45.2
 (7.7)%      
Industrial Technology30.7
 33.0
 (7.0)%      
Energy Systems & Controls9.9
 9.4
 5.3 %      
Total$179.7
 $167.7
 7.2 %      
 Three months ended March 31,  
 2019 2018 Change %
Net revenues:     
Application Software$381.2
 $323.9
 17.7 %
Network Software & Systems345.7
 313.9
 10.1 %
Measurement & Analytical Solutions401.8
 404.0
 (0.5)%
Process Technologies158.5
 160.7
 (1.4)%
Total$1,287.2
 $1,202.5
 7.0 %
Gross profit:     
Application Software$253.4
 $213.9
 18.5 %
Network Software & Systems239.0
 212.7
 12.4 %
Measurement & Analytical Solutions231.2
 234.0
 (1.2)%
Process Technologies87.0
 89.9
 (3.2)%
Total$810.6
 $750.5
 8.0 %
Operating profit*:     
Application Software$91.4
 $70.2
 30.2 %
Network Software & Systems125.3
 106.0
 18.2 %
Measurement & Analytical Solutions118.1
 115.4
 2.3 %
Process Technologies50.1
 50.3
 (0.4)%
Total$384.9
 $341.9
 12.6 %
Long-lived assets:     
Application Software$82.0
 $71.7
 14.4 %
Network Software & Systems35.4
 39.7
 (10.8)%
Measurement & Analytical Solutions40.2
 43.6
 (7.8)%
Process Technologies22.0
 21.1
 4.3 %
Total$179.6
 $176.1
 2.0 %
 
*Segment operating profit is before unallocated corporate general and administrative expenses. Theseexpenses; these expenses were $44.9$38.5 and $37.8$41.7 for the three months ended June 30,March 31, 2019 and 2018, and 2017, respectively, and $86.6 and $72.1 for the six months ended June 30, 2018 and 2017, respectively.


11.    Contract BalancesRevenues from Contracts

Disaggregated Revenue - We disaggregate our revenues into two categories: (i) software and related services; and (ii) engineered products and related services. Software and related services revenues are primarily derived from our Application Software and Network Software & Systems reportable segments. Engineered products and related services revenues are derived from all of our reportable segments except Application Software and comprise substantially all of the revenues generated in our Measurement & Analytical Solutions and Process Technologies reportable segments. See details in the table below.
  Three months ended March 31, 2019 Three months ended March 31, 2018
   
Software and related services $576.8
 $492.6
Engineered products and related services 710.4
 709.9
Net revenues $1,287.2
 $1,202.5

Remaining performance obligations - Remaining performance obligations represents the transaction price of firm orders for which work has not been performed and excludes unexercised contract options. As of March 31, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was $2,770.8. We expect to recognize revenue on approximately 61% of our remaining performance obligations over the next 12 months, with the remainder to be recognized thereafter.

Contract balances are set forth in the following table:
      
Balance Sheet AccountJune 30, 2018 January 1, 2018 Change
Unbilled receivables - current & non-current (1)
$180.0
 $149.1
 $30.9
Contract liabilities - current (2)
(656.8) (605.5) (51.3)
Deferred revenue - non-current(29.8) (31.8) 2.0
Net contract assets/(liabilities)$(506.6) $(488.2) $(18.4)
Balance Sheet AccountMarch 31, 2019 December 31, 2018 Change
Unbilled receivables$194.4
 $169.4
 $25.0
Contract liabilities - current (1)
(719.8) (714.1) (5.7)
Deferred revenue - non-current (2)
(30.7) (29.8) (0.9)
Net contract assets/(liabilities)$(556.1) $(574.5) $18.4
(1) Non-current unbilled receivablesConsists of “Deferred revenue,” billings in-excess of revenues (“BIE”) and customer deposits. BIE and customer deposits are reported in "Other assets"“Other accrued liabilities” in our condensed consolidated balance sheets.
(2) ConsistsThe non-current portion of "Deferred revenue", billings in-excess of revenues ("BIE") and customer deposits. BIE and customer deposits are reporteddeferred revenue is included in "Other accrued liabilities"“Other liabilities” in our condensed consolidated balance sheets.

The change in our net contract assets/(liabilities) from January 1,December 31, 2018, to June 30, 2018March 31, 2019 was due primarily to the timing of payments and invoicing relating to SaaS and PCS renewals, partially offset by revenues recognized in the three and six months ended June 30, 2018March 31, 2019 of $187.1 and $463.5, respectively,$308.2, related to our contract liability balances at January 1,December 31, 2018. In addition, the impact of the 2018 acquisitions increased net contract liabilities by $26.0, partially offset by the classification of Gatan as held for sale, which decreased net contract liabilities by $15.3.

In order to determine revenues recognized in the period from contract liabilities, we allocate revenue to the individual deferred revenue, BIE or customer deposit balance outstanding at the beginning of the year until the revenue exceeds that balance.

Impairment losses recognized on our accounts receivable and unbilled receivables were immaterial in the three and six months ended June 30, 2018.March 31, 2019.

12. Leases

The Company’s operating leases are primarily for real property in support of our business operations. Although many of our leases contain renewal options, we generally are not reasonably certain to exercise these options at the commencement date. Accordingly, renewal options are generally not included in the lease term for determining the ROU asset and lease liability at commencement. Variable lease payments generally depend on an inflation-based index and such payments are not included in the original estimate of the lease liability. These variable lease payments are not material.

For the three months ended March 31, 2019, the Company recognized $15.9 in operating lease expense.

The following table presents the supplemental cash flow information related to the Company’s operating leases for the three months ended March 31, 2019:
Operating cash flows used for operating leases$15.9
Right-of-use assets obtained in exchange for operating lease obligations18.2


The following table presents the lease balances (excluding the Gatan business which is classified as held for sale) within the Consolidated Condensed Balance Sheet related to the Company’s operating leases as of March 31, 2019:
Lease Assets and Liabilities Balance Sheet Account  
ASSETS:    
Operating lease ROU assets Other assets $270.6
     
LIABILITIES:    
Current operating lease liabilities Other accrued liabilities $52.7
Operating lease liabilities Other liabilities 226.5
Total operating lease liabilities   $279.2





Future minimum lease payments under non-cancellable leases (excluding the Gatan business which is classified as held for sale) were as follows:
Remainder of 2019$45.4
202055.0
202147.5
202235.9
202329.3
Thereafter95.5
Total operating lease payments308.6
Less: Imputed interest29.4
Total operating lease liabilities$279.2

Weighted average remaining lease term - operating leases (years)7
Weighted average discount rate (%)2.9


ITEM 2.MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2017 ("2018 (“Annual Report"Report”) as filed on February 23, 201825, 2019 with the U.S. Securities and Exchange Commission ("SEC"(“SEC”) and the Notes to Condensed Consolidated Financial Statements included elsewhere in this report.

Information About Forward-Looking Statements

This report includes "forward-looking statements"“forward-looking statements” within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. All statements that are not historical facts are "forward-looking“forward-looking statements."  Forward-looking statements may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes"“anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or "intends"“intends” and similar words and phrases. These statements reflect management'smanagement’s current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in any forward-looking statement.

Examples of forward-looking statements in this report include but are not limited to statements regarding operating results, the success of our internal operating plans, our expectations regarding our ability to generate cash and reduce debt and associated interest expense, profit and cash flow expectations, the prospects for newly acquired businesses to be integrated and contribute to future growth and our expectations regarding growth through acquisitions. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, timing and success of product upgrades and new product introductions, raw materialsmaterial costs, expected pricing levels, expected outcomes of pending litigation, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not limited to:

general economic conditions;
difficulty making acquisitions and successfully integrating acquired businesses;
any unforeseen liabilities associated with future acquisitions;
limitations on our business imposed by our indebtedness;
unfavorable changes in foreign exchange rates;
failure to effectively mitigate cybersecurity threats;
difficulties associated with exports;
risks and costs associated with our international sales and operations;
rising interest rates;
product liability and insurance risks;
increased warranty exposure;
future competition;
the cyclical nature of some of our markets;
reduction of business with large customers;
risks associated with government contracts;
changes in the supply of, or price for, labor, raw materials, parts and components;
environmental compliance costs and liabilities;
risks and costs associated with asbestos-related litigation;
potential write-offs of our goodwill and other intangible assets;
our ability to successfully develop new products;
failure to protect our intellectual property;
the effect of, or change in, government regulations (including tax);
economic disruption caused by terrorist attacks, including cybersecurity threats, health crises or other unforeseen events; and
the factors discussed in other reports filed with the SEC.

We believe these forward-looking statements are reasonable; however,reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any of these statementsthem in light of new information or future events.


Overview

Roper Technologies, Inc. ("(“Roper," "we," "us"” “we,” “us” or "our"“our”) is a diversified technology company. We operate 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.

We pursue consistent and sustainable growth in earnings and cash flow by emphasizing continuous improvement in the operating performance of our existing businesses and by acquiring other businesses that offer high value-added software, services, engineered products and solutions that we believe are capable of achieving growth and maintaining high margins. We compete in many niche markets and believe we are the market leader or a competitive alternative to the market leader in most of these markets.

As discussed in Note 1, during the first quarter of 2019, we implemented a realignment of our reportable segment structure. The new reportable segments continue to provide a transparent view into Roper’s operations and capital deployment objectives. The Company’s new reporting segment structure reinforces Roper’s diversified, niche market strategy by reporting based upon business models instead of end markets. The four new reportable segments (and businesses within each) are as follows:

Application Software -Aderant, CBORD, CliniSys, Data Innovations, Deltek, Horizon, IntelliTrans, PowerPlan, Strata, Sunquest
Network Software & Systems -ConstructConnect, DAT, Inovonics, iTradeNetwork, Link Logistics, MHA, RF IDeas, SHP, SoftWriters, TransCore
Measurement & Analytical Solutions -Alpha, CIVCO Medical Solutions, CIVCO Radiotherapy, Dynisco, FMI, Gatan, Hansen, Hardy, IPA, Logitech, Neptune, Northern Digital, Struers, Technolog, Uson, Verathon
Process Technologies -AMOT, CCC, Cornell, FTI, Metrix, PAC, Roper Pump, Viatran, Zetec

The day-to-day operations of our businesses, our organizational structure, and our strategy remain unchanged. All prior periods have been recast to reflect the changes noted above.

Critical Accounting Policies

There were no material changes during the sixthree months ended June 30, 2018March 31, 2019 to the items that we disclosed as our critical accounting policies and estimates in "Item“Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” in our Annual Report.

Recently Issued Accounting Standards

Information regarding new accounting pronouncements is included in Note 2 of the Notes to Condensed Consolidated Financial Statements.  


Results of Operations
All currency amounts are in millions, percentages are of net revenues

General

Percentages may not sum due to rounding.

The following table sets forth selected information for the periods indicated. Percentages are the particular line item shown as a percentage of net revenues. Percentages may not foot due to rounding.

 Three months ended June 30, Six months ended June 30,
 2018 2017 2018 2017
Net revenues:       
RF Technology$537.4
 $460.5
 $1,019.0
 $890.1
Medical & Scientific Imaging373.7
 350.8
 740.0
 699.0
Industrial Technology231.6
 192.9
 447.7
 376.3
Energy Systems & Controls151.0
 130.5
 289.5
 255.6
Total$1,293.7
 $1,134.7
 $2,496.2
 $2,221.0
Gross margin:       
RF Technology64.1 % 60.7 % 63.4 % 59.7 %
Medical & Scientific Imaging71.1
 72.4
 71.2
 72.4
Industrial Technology51.3
 50.9
 50.8
 50.8
Energy Systems & Controls57.7
 56.5
 57.4
 56.7
Total63.1
 62.2
 62.8
 61.8
Selling, general and administrative expenses:       
RF Technology34.8 % 34.8 % 36.1 % 36.3 %
Medical & Scientific Imaging37.4
 37.7
 37.9
 37.9
Industrial Technology19.3
 20.7
 19.6
 21.1
Energy Systems & Controls29.9
 31.3
 30.8
 32.0
Total32.2
 32.9
 33.1
 33.7
Segment operating margin:       
RF Technology29.3 % 26.0 % 27.3 % 23.4 %
Medical & Scientific Imaging33.6
 34.6
 33.3
 34.5
Industrial Technology32.0
 30.2
 31.2
 29.7
Energy Systems & Controls27.7
 25.2
 26.6
 24.7
Total30.9
 29.3
 29.7
 28.1
Corporate administrative expenses(3.5) (3.3) (3.5) (3.2)
 27.4
 25.9
 26.2
 24.9
Interest expense, net(3.3) (4.0) (3.5) (4.1)
Other income, net0.2
 0.6
 
 0.3
Earnings before income taxes24.2
 22.5
 22.8
 21.0
Income taxes(6.6) (6.7) (5.2) (5.8)
Net earnings17.7 % 15.8 % 17.6 % 15.2 %
 Three months ended March 31,
 2019 2018
Net revenues:   
Application Software$381.2
 $323.9
Network Software & Systems345.7
 313.9
Measurement & Analytical Solutions401.8
 404.0
Process Technologies158.5
 160.7
Total$1,287.2
 $1,202.5
Gross margin:   
Application Software66.5 % 66.0 %
Network Software & Systems69.1
 67.8
Measurement & Analytical Solutions57.5
 57.9
Process Technologies54.9
 55.9
Total63.0
 62.4
Selling, general and administrative expenses:   
Application Software42.5 % 44.4 %
Network Software & Systems32.9
 34.0
Measurement & Analytical Solutions28.1
 29.4
Process Technologies23.3
 24.6
Total33.1
 34.0
Segment operating margin:   
Application Software24.0 % 21.7 %
Network Software & Systems36.2
 33.8
Measurement & Analytical Solutions29.4
 28.6
Process Technologies31.6
 31.3
Total29.9
 28.4
Corporate administrative expenses(3.0) (3.5)
Income from operations26.9
 25.0
Interest expense, net(3.4) (3.6)
Other income (expense), net(0.2) (0.1)
Gain on disposal of business9.3
 
Earnings before income taxes32.6
 21.2
Income taxes(3.9) (3.7)
Net earnings28.7 % 17.6 %

Three months ended June 30, 2018March 31, 2019 compared to three months ended June 30, 2017March 31, 2018

Net revenues for the three months ended June 30, 2018March 31, 2019 increased by 14.0%7.0% as compared to the three months ended June 30, 2017.March 31, 2018. The increase was the result of organic growth of 10.6%6.4%, net acquisition/divestiture contribution of 1.8%, and a net effect from acquisitions and divestitures of 2.3% andnegative foreign exchange benefitimpact of 1.1%1.2%.

In our RF TechnologyApplication Software segment, revenues were $537.4$381.2 in the secondfirst quarter of 2019 as compared to $323.9 in the first quarter of 2018, an increase of 18%. Organic revenues increased 8% and acquisitions accounted for 11% of our growth, partially offset

by a negative foreign exchange impact of 1%. The increase in organic revenues was due to broad-based revenue growth across the segment, led by businesses serving government contracting, legal and healthcare markets. Gross margin increased to 66.5% in the first quarter of 2019 as compared to $460.566.0% in the secondfirst quarter of 2017,2018 and selling, general and administrative (“SG&A”) expenses as a percentage of revenues decreased to 42.5% in the first quarter of 2019 as compared to 44.4% in the first quarter of 2018, both of which were due primarily to operating leverage on higher revenues. The resulting operating margin was 24.0% in the first quarter of 2019 as compared to 21.7% in the first quarter of 2018.

In our Network Software & Systems segment, revenues were $345.7 in the first quarter of 2019 as compared to $313.9 in the first quarter of 2018, an increase of 17%10%. Organic revenuerevenues increased by 11%9%, and acquisitions accounted for 1% of our growth. The growth in organic revenues was due primarily to broad-based revenue growth across the segment, led by our network software businesses serving the transportation and healthcare markets. Gross margin increased to 69.1% in the first quarter of 2019 as compared to 67.8% in the first quarter of 2018, due primarily to operating leverage on higher revenues as noted above. SG&A expenses as a percentage of revenues decreased to 32.9% in the first quarter of 2019 as compared to 34.0% in the first quarter of 2018 due primarily to operating leverage on higher revenues. As a result, operating margin was 36.2% in the first quarter of 2019 as compared to 33.8% in the first quarter of 2018.

Our Measurement & Analytical Solutions segment revenues decreased by 1% to $401.8 in the first quarter of 2019 as compared to $404.0 in the first quarter of 2018. Organic revenues increased 5%, which was more than offset by a decrease in revenue due to a 5% decline related to the disposal of the Imaging businesses on February 5, 2019 and thea negative foreign exchange benefit wasimpact of 1%. The growth in organic revenues was due primarily to our software businesses, including the non-recurrence of purchase accounting adjustments to acquired deferred revenues in the second quarter of 2017 associated with our 2016 Deltek and

ConstructConnect acquisitions. Gross margin increased to 64.1% in the second quarter of 2018 as compared to 60.7% in the second quarter of 2017 due to an increased percentage of revenues at our software businesses, which have higher gross margins, including the non-recurrence of purchase accounting adjustments discussed above. Selling, general and administrative ("SG&A") expenses as a percentage of revenues in the second quarter of 2018 remained unchanged as compared to the second quarter of 2017 at 34.8% due primarily to operating leverage on higher revenues, offset by an increased percentage of revenues at our software businesses, which have a higher SG&A expense structure, including amortization of acquired intangibles. The resulting operating margin was 29.3% in the second quarter of 2018 as compared to 26.0% in the second quarter of 2017.

Our Medical & Scientific Imaging segment revenues increased by 7% to $373.7 in the second quarter of 2018 as compared to $350.8 in the second quarter of 2017. Organic revenues increased by 6% and the foreign exchange benefit was 1%. Organic revenue growth was due primarily to broad-based growth in our imagingwater meter technology and medical products businesses. Gross margin decreased to 71.1%57.5% in the secondfirst quarter of 2019 as compared to 57.9% in the first quarter of 2018 as compared to 72.4% in the second quarter of 2017 due primarily to an unfavorable sales mix at both our software and products-based businesses.revenue mix. SG&A expenses as a percentage of revenues decreased to 37.4%28.1% in the secondfirst quarter of 2019 as compared to 29.4% in the first quarter of 2018 as compared to 37.7% in the second quarter of 2017 due primarily to operating leverage on higher revenues at our imaging businesses. As a result, operating margin was 33.6% in the second quarter of 2018 as compared to 34.6% in the second quarter of 2017.

Our Industrial Technology segment revenues increased by 20% to $231.6 in the second quarter of 2018 as compared to $192.9 in the second quarter of 2017. Organic revenues increased by 18% and the foreign exchange benefit was 2%. The increase in revenues was due primarily to our fluid handling and water meter technology businesses. Gross margin increased to 51.3% in the second quarter of 2018 as compared to 50.9% in the second quarter of 2017 and SG&A expenses as a percentage of revenues decreased to 19.3% in the second quarter of 2018 as compared to 20.7% in the second quarter of 2017, both of which were due to operating leverage on higher revenues. The resulting operating margin was 32.0%29.4% in the secondfirst quarter of 20182019 as compared to 30.2%28.6% in the secondfirst quarter of 2017.2018.

Our Energy Systems & ControlsProcess Technologies segment revenues increaseddecreased by 16%1% to $151.0$158.5 in the secondfirst quarter of 20182019 as compared to $130.5$160.7 in the secondfirst quarter of 2017.2018. Organic revenues increased 1%, more than offset by 12%, acquisitions, net of dispositions, accounted for 1% and thea negative foreign exchange benefit was 3%impact of 2%. The increase in organic revenues was due primarily to broad-based growth at Cornell and CCC, partially offset by declines in our businesses serving energyupstream oil and industrialgas end markets. Gross margin increaseddecreased to 57.7%54.9% in the secondfirst quarter of 2019 as compared to 55.9% in the first quarter of 2018 as compareddue primarily to 56.5% in the second quarter of 2017 andunfavorable revenue mix. SG&A expenses as a percentage of revenues decreased to 29.9%23.3% in the secondfirst quarter of 2019 as compared to 24.6% in the first quarter of 2018, due primarily to operating leverage on higher revenues at businesses with lower SG&A cost structures. As a result, operating margin was 31.6% in the first quarter of 2019 as compared to 31.3% in the secondfirst quarter of 2017, both of which were due to operating leverage on higher revenues. As a result, operating margin was 27.7% in the second quarter of 2018 as compared to 25.2% in the second quarter of 2017.2018.

Corporate expenses increaseddecreased to $44.9,$38.5, or 3.0% of revenues, in the first quarter of 2019 as compared to $41.7, or 3.5% of revenues, in the secondfirst quarter of 2018 as compared to $37.8, or 3.3% of revenues, in the second quarter of 2017.2018. The increasedollar decrease was due primarily to (i) equitylower compensation as a result of increases in our common stock price and (ii) acquisition-related expenses.expense.

Net interest expense was $43.7 for the first quarter of 2019 as compared to $43.2 for the secondfirst quarter of 2018 as compared to $45.8 for the second quarter of 2017 due to lower weighted average debt balances, partially offset by higher weighted average interest rates, in the second quarter of 2018.partially offset by lower weighted average debt balances.

Other income,expense, net, of $2.3$3.1 and $1.7 for the secondfirst quarter of 2019 and 2018, respectively, was composed primarily of foreign exchange gainslosses at our non-U.S. based subsidiaries. Other income, net,

Gain on disposal of $7.0 forbusiness, of $119.6 is the second quarter of 2017 was composed primarily of a $9.4pretax gain recognized on the sale of a product line in our Energy Systems & Controls segment, offset in part by a $1.8 impairment charge on a minority investment.the Imaging businesses, which closed February 5, 2019.

Income taxes as a percent of pretax earnings were 27.1%11.8% in the secondfirst quarter of 20182019 as compared to 29.7%17.3% in the secondfirst quarter of 2017.2018. The rate was favorably impacted primarily due the reduction in U.S. federal corporate income tax rate from 35% to 21% resulting from the Tax Cuts and Jobs Act of 2017 (“the Tax Act”), partially offset by the elimination or limitation of various deductions, most notably the domestic manufacturing deduction. In addition, the reclassification of the assets and liabilities of Gatan as held for sale resulted in the recognition of a deferreddiscrete tax liabilitybenefit of $10.0 on$43.0, in connection with a foreign restructuring plan allowing the excessfuture realization of book basis over our tax basis in the shares of Gatan.net operating losses.
 
As of December 31, 2017, the Company’s accounting under ASC 740, Income Taxes, was incomplete for certain income tax effects of the Tax Act. Accordingly, the Company reported provisional amounts where it was able to determine a reasonable estimate, and reported no amount where it was unable to determine a reasonable estimate. Adjustments to these provisional amounts totaled $0.9 of additional expense during the three months ended June 30, 2018. All provisional estimates remain subject to adjustment until the end of the measurement period.


Order backlog is equal to our remaining performance obligations expected to be recognized within the next 12 months as discussed in Note 111 of the Notes to Condensed Consolidated Financial Statements. Order backlog was $1,757.1increased less than 1% to $1,697.7 at June 30, 2018March 31, 2019 as compared to $1,582.5$1,693.7 at June 30, 2017, an increaseMarch 31, 2018, 5% of 11%. Acquisitions accounted for 6%which was attributable to acquisitions, partially offset by 3% decline in organic and internal growth contributed 5%.1% decline related to the disposal of the Imaging businesses.

 Order backlog as of
 June 30,
 2018 2017
  
RF Technology$1,027.4
 $968.4
Medical & Scientific Imaging487.6
 430.9
Industrial Technology136.6
 87.1
Energy Systems & Controls105.5
 96.1
Total$1,757.1
 $1,582.5

 Order backlog as of
 March 31,
 2019 2018
Application Software$769.3
 $636.7
Network Software & Systems518.9
 586.6
Measurement & Analytical Solutions288.1
 328.2
Process Technologies121.4
 142.4
Total$1,697.7
 $1,693.7

Six months ended June 30, 2018 compared to six months ended June 30, 2017

Net revenues for the six months ended June 30, 2018 increased by 12.4% as compared to the six months ended June 30, 2017. The increase was the result of a net effect from acquisitions and divestitures of 1.7%, organic growth of 9.2% and foreign exchange benefit of 1.5%.

In our RF Technology segment, revenues were $1,019.0 in the six months ended June 30, 2018 as compared to $890.1 in the six months ended June 30, 2017, an increase of 14%. Organic revenues increased 10%, acquisitions accounted for 4% and the foreign exchange benefit was 1%. The growth in organic revenues was due primarily to our software businesses, including the non-recurrence of purchase accounting adjustments to acquired deferred revenues in the six months ended June 30, 2017 associated with our 2016 Deltek and ConstructConnect acquisitions. Gross margin increased to 63.4% in the six months ended June 30, 2018 as compared to 59.7% in the six months ended June 30, 2017, due to increased percentage of revenues at our software businesses, which have a higher gross margin, including the non-recurrence of purchase accounting adjustments discussed above. SG&A expenses as a percentage of revenues in the six months ended June 30, 2018 decreased to 36.1% as compared to 36.3% in the six months ended June 30, 2017 due primarily to operating leverage on higher revenues, partially offset by an increased percentage of revenues at our software businesses, which have a higher SG&A expense structure, including amortization of acquired intangibles. The resulting operating margin was 27.3% in the six months ended June 30, 2018 as compared to 23.4% in the six months ended June 30, 2017.

Our Medical & Scientific Imaging segment revenues increased by 6% to $740.0 in the six months ended June 30, 2018 as compared to $699.0 in the six months ended June 30, 2017. Organic revenues increased 5% and the foreign exchange benefit was 1%. Organic revenue growth was due primarily to broad-based growth in our imaging and medical products businesses. Gross margin decreased to 71.2% in the six months ended June 30, 2018 as compared to 72.4% in the six months ended June 30, 2017 due primarily to an unfavorable sales mix at both our software and products-based businesses. SG&A expenses as a percentage of revenues in the six months ended June 30, 2018 remained unchanged as compared to the six months ended June 30, 2017 at 37.9%, due primarily to operating leverage on higher revenues at our imaging businesses offset entirely by increased software development and selling expenses at certain of our software businesses. As a result, operating margin was 33.3% in the six months ended June 30, 2018 as compared to 34.5% in the six months ended June 30, 2017.

Our Industrial Technology segment revenues increased by 19% to $447.7 in the six months ended June 30, 2018 as compared to $376.3 in the six months ended June 30, 2017. Organic revenues increased 17% and the foreign exchange benefit was 2%. The growth in organic revenues was due primarily to our fluid handling and water meter technology businesses. Gross margin remained unchanged in the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 at 50.8%. SG&A expenses as a percentage of revenues decreased to 19.6% in the six months ended June 30, 2018 as compared to 21.1% in the six months ended June 30, 2017 due to operating leverage on higher revenues. The resulting operating margin was 31.2% in the six months ended June 30, 2018 as compared to 29.7% in the six months ended June 30, 2017.

Our Energy Systems & Controls segment revenues increased by 13% to $289.5 in the six months ended June 30, 2018 as compared to $255.6 in the six months ended June 30, 2017. Organic revenues increased by 9%, acquisitions, net of dispositions, accounted for 1% and the foreign exchange benefit was 4%. The increase in organic revenues was due to broad-based growth in our businesses serving energy and industrial end markets. Gross margin increased to 57.4% in the six months ended June 30, 2018 as compared

to 56.7% in the six months ended June 30, 2017 and SG&A expenses as a percentage of revenues decreased to 30.8% in the six months ended June 30, 2018 as compared to 32.0% in the six months ended June 30, 2017, both of which were due to operating leverage on higher revenues. As a result, operating margin was 26.6% in the six months ended June 30, 2018 as compared to 24.7% in the six months ended June 30, 2017.

Corporate expenses increased to $86.6, or 3.5% of revenues, in the six months ended June 30, 2018 as compared to $72.1, or 3.2% of revenues, in the six months ended June 30, 2017. The dollar increase was due primarily to increased equity compensation as a result of increases in our common stock price and acquisition-related expenses.

Net interest expense was $86.4 for the six months ended June 30, 2018 as compared to $91.7 for the six months ended June 30, 2017 due to lower weighted average debt balances, partially offset by higher weighted average interest rates.

Other income, net, of $0.6 for the six months ended June 30, 2018 was composed primarily of foreign exchange gains at our non-U.S. based subsidiaries. Other income, net, of $5.9 for the six months ended June 30, 2017 was composed primarily of a $9.4 gain on sale of a product line in our Energy Systems & Controls segment, partially offset by foreign exchange losses at our non-U.S. subsidiaries and a $1.8 impairment charge on a minority investment.

Income taxes as a percent of pretax earnings decreased to 22.7% in the six months ended June 30, 2018 as compared to 27.7% in the six months ended June 30, 2017. The rate was favorably impacted primarily due the reduction in U.S. federal corporate income tax rate from 35% to 21% resulting from the Tax Act, partially offset by the elimination or limitation of various deductions, most notably the domestic manufacturing deduction. In addition, the rate was favorably impacted due to the recognition of excess tax benefits associated with equity compensation of $24.4 in the six months ended June 30, 2018 as compared to $11.7 in the six months ended June 30, 2017, largely offset by the recognition of a deferred tax liability of $10.0 on the excess of Gatan's book basis over our tax basis in the shares.

Financial Condition, Liquidity and Capital Resources
All currency amounts are in millions

Selected cash flows for the sixthree months ended June 30,March 31, 2019 and 2018 and 2017 were as follows:
Six months ended June 30,Three months ended March 31,
Cash provided by/(used in):2018 20172019 2018
Operating activities$547.8
 $550.1
$290.3
 $281.7
Investing activities(1,210.6) (62.1)197.2
 (51.5)
Financing activities416.4
 (618.4)(464.3) (551.6)

Operating activities - Net cash provided by operating activities decreasedincreased by 0.4%3.1% to $547.8$290.3 in the sixthree months ended June 30, 2018March 31, 2019 as compared to $550.1$281.7 in the sixthree months ended June 30, 2017March 31, 2018 due primarily to higher investment in working capital, increased bonus payments andnet income exclusive of the timinggain on sale of tax payments,Imaging businesses, partially offset by higher net income netcash taxes paid of non-cash charges.$39.4 on the disposal of the Imaging businesses.

Investing activities - Cash from investing activities during the three months ended March 31, 2019 was primarily proceeds from the disposal of the Imaging businesses. Cash used in investing activities during the three months ended March 31, 2018 was primarily for business acquisitions and capital expenditures during the six months ended June 30, 2018 and 2017.expenditures.

Financing activities - Cash provided byused in financing activities for the sixthree months ended June 30, 2018 was primarily due to net borrowings on our unsecured credit facility to fund the PowerPlan acquisition and proceeds from stock option exercises, partially offset by dividend payments. Cash used in financing activities during the six months ended June 30, 2017March 31, 2019 was primarily due to net repayments on our unsecured credit facility and dividend payments, partially offset by proceeds from stock option exercises. Net debt borrowingsexercises and other short term borrowings. Cash used in financing activities during the three months ended March 31, 2018 was primarily due to net repayments on theour unsecured credit facility were $465.0 in the six months ended June 30, 2018 as compared to net debt repayments of $570.0 in the six months ended June 30, 2017.and dividend payments, partially offset by proceeds from stock option exercises.

Effect of foreign currency exchange rate changes on cash - Cash and cash equivalents decreasedincreased during the sixthree months ended June 30, 2018March 31, 2019 by $3.1$4.9 due primarily to the strengthening of the U.S. dollarfunctional currencies of our United Kingdom subsidiaries against the CanadianU.S. dollar. Cash and cash equivalents increased during the sixthree months ended June 30, 2017March 31, 2018 by $36.5$16.3 due primarily to the strengthening of functional currencies of our European and Canadian subsidiaries against the U.S. dollar.


Total debt at June 30, 2018March 31, 2019 consisted of the following:

$800 2.050% senior notes due 2018$800.0
$500 6.250% senior notes due 2019500.0
$600 3.000% senior notes due 2020600.0
$600.0
$500 2.800% senior notes due 2021500.0
500.0
$500 3.125% senior notes due 2022500.0
500.0
$700 3.650% senior notes due 2023700.0
$300 3.850% senior notes due 2025300.0
300.0
$700 3.800% senior notes due 2026700.0
700.0
$800 4.200% senior notes due 2028800.0
Unsecured credit facility1,735.0
410.0
Deferred finance costs(15.1)(25.0)
Other3.5
17.8
Total debt, net of deferred finance costs5,623.4
4,502.8
Less current portion801.7
15.8
Long-term debt, net of deferred finance costs$4,821.7
$4,487.0

The interest rate on borrowings under our $2,500.0 unsecured credit facility is calculated based upon various recognized indices plus a margin as defined in the credit agreement. At June 30, 2018,March 31, 2019, there were $1,735.0$410.0 outstanding borrowings under our unsecured credit facility. At June 30, 2018,March 31, 2019, we had $3.5$17.8 of other debt in the form of capitalshort term borrowings, finance leases and several smaller facilities that allow for borrowings in various foreign locations to support our non-U.S. businesses and $77.2$77.0 of outstanding letters of credit.

Cash at our foreign subsidiaries at June 30, 2018 decreasedMarch 31, 2019 increased to $351.4$368 as compared to $591.5$339 at December 31, 20172018 primarily due to thelower repatriation of historical foreign earnings subject tocash in anticipation of the deemed repatriation tax under the Tax Act. We intend to repatriate the remainder of these historical earnings and substantially all future foreign earnings.Foundry acquisition.

We expect existing cash and cash equivalents, cash generated by our operations and availability under our unsecured credit facility, as well as our expected ability to access the capital markets, will be sufficient to fund operating requirements for the foreseeable future.

We were in compliance with all debt covenants related to our unsecured credit facility throughout the sixthree months ended June 30, 2018.March 31, 2019.

Net working capital (total current assets, excluding cash, less total current liabilities, excluding debt) was negative $35.4$235.4 at June 30, 2018March 31, 2019 as compared to negative $140.4$200.4 at December 31, 2017,2018, reflecting an increasea decrease in working capital due primarily to decreased accrued liabilities and increasesdecreases in accounts receivable and unbilled receivables,the adoption of ASC 842, partially offset by increased deferred revenue.a decrease in accrued compensation. The trend of negative net working capital demonstrates Roper’s continued evolution and focus on asset-light business models. Total debt was $5,623.4$4,502.8 at June 30, 2018March 31, 2019 as compared to $5,155.5$4,941.7 at December 31, 20172018 due primarily to the net debt borrowings under our unsecured credit facility for the PowerPlan acquisition, partially offset by the use of operating cash flows and foreign cash repatriations to pay down outstanding debt underrepayments on our unsecured credit facility. Our leverage is shown in the following table:
June 30,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
Total debt$5,623.4
 $5,155.5
$4,502.8
 $4,941.7
Cash(421.8) (671.3)(392.5) (364.4)
Net debt5,201.6
 4,484.2
4,110.3
 4,577.3
Stockholders' equity7,302.9
 6,863.6
Stockholders’ equity8,137.4
 7,738.5
Total net capital$12,504.5
 $11,347.8
$12,247.7
 $12,315.8
      
Net debt / total net capital41.6% 39.5%33.6% 37.2%

Capital expenditures were $23.1$15.8 for the sixthree months ended June 30, 2018March 31, 2019 as compared to $24.8$9.7 for the sixthree months ended June 30, 2017.March 31, 2018. Capitalized software expenditures were $4.4$2.0 for the sixthree months ended June 30, 2018March 31, 2019 as compared to $5.7$1.9 for the sixthree months ended June 30, 2017.March 31, 2018. We expect the aggregate of capital expenditures and capitalized software expenditures for the balance of the year to be comparable to prior years as a percentage of revenues.

There have been no significantmaterial changes to our contractual obligations from those disclosed in our Annual Report.

Off-Balance Sheet Arrangements

At June 30, 2018,March 31, 2019, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Outlook

Current geopolitical uncertainties could adversely affect our business prospects. A significant terrorist attack or other global conflict could cause changes in world economies that would adversely affect us. It is impossible to isolate each of these factor'sfactor’s effects on current economic conditions. It is also impossible to predict with any reasonable degree of certainty what or when any additional events may occur that also would similarly disrupt the economy.

We maintain an active acquisition program; however, future acquisitions will be dependent on numerous factors and it is not feasible to reasonably estimate if or when any such acquisitions will occur and what the impact will be on our business, financial condition and results of operations. Such acquisitions may be financed by the use of existing credit lines, future cash flows from operations, future divestitures, the proceeds from the issuance of new debt or equity securities or any combination of these methods.

We anticipate that our businesses will generate positive cash flows from operating activities, and that these cash flows will permit the reduction of currently outstanding debt in accordance with the repayment schedule. However, the rate at which we can reduce our debt during 20182019 (and reduce the associated interest expense) will be affected by, among other things, the financing and operating requirements of any new acquisitions and the financial performance of our existing companies. None of these factors can be predicted with certainty.



ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Item“Item 7A. Quantitative and Qualitative Disclosures about Market Risk"Risk” in our Annual Report. There were no material changes during the sixthree months ended June 30, 2018.March 31, 2019.

ITEM 4.    CONTROLS AND PROCEDURES

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q ("(“Evaluation Date"Date”). This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation as of the Evaluation Date, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC'sSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes to our internal controls during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II.    OTHER INFORMATION
 
ITEM 1.    LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in Note 9 of the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q and is incorporated by reference herein.

ITEM 1A.    RISK FACTORS

For information regarding factors that could affect our business, financial condition and results of operations, see the risk factors discussion in Item 1A of our Annual Report. See also "Information“Information About Forward-Looking Statements"Statements” included in Part I, Item 2 of this Quarterly Report on Form 10-Q.

ITEM 6.                 EXHIBITS

10.1
31.1
 
   
31.2
 
   
32.1
 
   
101.INS
 XBRL Instance Document, filed herewith.
   
101.SCH
 XBRL Taxonomy Extension Schema Document, filed herewith.
   
101.CAL
 XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith.
   
101.DEF
 XBRL Taxonomy Extension Definition Linkbase Document, filed herewith.
   
101.LAB
 XBRL Taxonomy Extension Label Linkbase Document, filed herewith.
   
101.PRE
 XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Roper Technologies, Inc.

/S/ Brian D. JellisonL. Neil Hunn Chairman of the Board, PresidentAugust 6, 2018
Brian D. Jellisonand Chief Executive OfficerMay 3, 2019
L. Neil Hunn (Principal Executive Officer) 

/S/ Robert C. Crisci Executive Vice President and Chief Financial OfficerAugust 6, 2018May 3, 2019
Robert C. Crisci (Principal Financial Officer) 

/S/ Jason Conley Vice President and ControllerAugust 6, 2018May 3, 2019
Jason Conley (Principal Accounting Officer) 


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