01—Abstract
Summary
Summary of the 10-K/A filed April 28, 2014. Cited figures are marked; the original filing is the authoritative source.
This filing by Roper Industries, Inc. (now Roper Technologies, Inc.) (ROP), dated April 28, 2014, consists of Part IV, Item 15 and an exhibit index.
It states that the company's consolidated financial statements are set forth in Part II, Item 8 of the Original Filing, and that the required financial statement schedule (Schedule II, Consolidated Valuation and Qualifying Accounts) appears in the Original Filing. The filing itself presents no financial results, balance sheet, or income figures. The substance of this filing is its exhibit list, which documents the company's governing agreements and capital structure.
Notable items include a Stock Purchase Agreement dated July 28, 2012 with Sunquest Holdings, Inc. and its selling shareholders, a Credit Agreement dated July 27, 2012 with JPMorgan Chase Bank, N.A. as administrative agent, and a set of senior note indentures and forms, including notes due 2017, 2018, 2019, and 2022. The exhibits also cover executive compensation arrangements, equity incentive plans, and director compensation, several of which are marked as management contracts or compensatory plans.
The filing references several exhibits as filed herewith, including an Amended and Restated Certificate of Incorporation and Rule 13a-14(a)/15d-14(a) certifications from the Chief Executive Officer and Chief Financial Officer. Other exhibits are incorporated by reference to prior filings, and the XBRL exhibits are furnished with the Annual Report on Form 10-K filed February 21, 2014.
02—Key points
Key Highlights
- Financial statements and Schedule II are incorporated by reference to Part II, Item 8 and Schedule II of the Original Filing, which is the Annual Report on Form 10-K filed February 21, 2014.
- Stock Purchase Agreement dated July 28, 2012 with Sunquest Holdings, Inc. and its selling shareholders.
- Credit Agreement dated July 27, 2012 with JPMorgan Chase Bank, N.A. as administrative agent, with Wells Fargo Bank, N.A. and Bank of America Securities, N.A. as syndication agents.
- Senior note documentation includes indentures with SunTrust Bank (2003 and 2004) and Wells Fargo Bank (2008), plus forms of 2.05% Senior Notes due 2018, 6.25% Senior Notes due 2019, 1.850% Senior Notes due 2017, and 3.125% Senior Notes due 2022.
- Executive and director compensation arrangements are listed, including the Brian D. Jellison employment agreement and restricted stock unit award agreement, the Amended and Restated 2006 Incentive Plan, and the Director Compensation Plan.
- An Amended and Restated Certificate of Incorporation is filed with this filing, along with CEO and CFO certifications under Rule 13a-14(a)/15d-14(a).
- XBRL instance and taxonomy documents are furnished with the Annual Report on Form 10-K filed February 21, 2014.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2013, Roper Technologies kept $0.17.
- Revenue$3.24B100.0%
- Cost of revenue−$1.36B41.9%
- Gross profit$1.88B58.1%
- Operating costs−$1.04B32.1%
- Operating income$842.4M26.0%
- Interest, other & tax−$304.1M9.4%
- Net income$538.3M16.6%
04—Financials
Financial Highlights
Figures from 10-K/AFY2013filed April 28, 2014Financial Statements
FY2013 against FY2012
| Line item | FY2013FY2012 | Change |
|---|---|---|
| Revenue | $3.24B$2.99B | +8.2% |
| Cost of Revenue | $1.36B$1.32B | +2.5% |
| Gross Profit | $1.88B$1.67B | +12.6% |
| R&D Expenses | $145.70M$125.90M | +15.7% |
| SG&A Expenses | $1.04B$914.13M | +13.8% |
| Operating Income | $842.36M$757.59M | +11.2% |
| Interest Expense | $88.04M$67.53M | +30.4% |
| Net Income | $538.29M$483.36M | +11.4% |
| EPS (Basic) | $5.43$4.95 | +9.7% |
| EPS (Diluted) | $5.37$4.86 | +10.5% |
| Shares Outstanding (Basic) | 99.12M97.70M | +1.5% |
| Shares Outstanding (Diluted) | 100.21M99.56M | +0.7% |
05—Questions
Frequently Asked Questions
Where can investors find the company's financial statements?
The filing states that the consolidated financial statements are set forth in Part II, Item 8 of the Original Filing, which is the Annual Report on Form 10-K filed February 21, 2014. The required Schedule II, Consolidated Valuation and Qualifying Accounts, is also in the Original Filing.
What major acquisition agreement is referenced in the exhibits?
The exhibit list includes a Stock Purchase Agreement dated July 28, 2012 among Sunquest Holdings, Inc., the selling shareholders named therein, and Roper Industries, Inc., which is incorporated by reference to a Form 10-Q filed November 5, 2012.
What debt agreements and securities are covered?
The exhibits include a Credit Agreement dated July 27, 2012 with JPMorgan Chase Bank, N.A. as administrative agent, indentures with SunTrust Bank and Wells Fargo Bank, and forms of senior notes due 2017 (1.850%), 2018 (2.05%), 2019 (6.25%), and 2022 (3.125%).
Which executive compensation arrangements are listed?
The exhibits include the Brian D. Jellison Employment Agreement dated December 29, 2008, the Brian D. Jellison Restricted Stock Unit Award Agreement, an offer letter for John Humphrey dated March 31, 2006, and an offer letter for David B. Liner dated July 21, 2005, along with amendments to those offer letters. These are marked as management contracts or compensatory plans.
06—Continue