Business Acquisitions

9 Months Ended

Sep. 30, 2012

Notes to Financial Statements [Abstract]

Business Acquisitions [Text Block]

4. Business Acquisitions

On August 22, 2012, Roper acquired 100% of the shares of Sunquest Information Systems, Inc. ("Sunquest"), a leading provider of diagnostic and laboratory software solutions to healthcare providers, in a $1.416 billion all-cash transaction. The Company acquired Sunquest in order to complement and expand its medical platform.  Sunquest is reported in the Medical & Scientific Imaging segment.

The Company expensed transaction costs of $6.4 million related to the acquisition as corporate general and administrative expenses, as incurred.

The following table (in thousands) summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition.  The allocation of the purchase price is considered preliminary pending final intangible asset valuations and tax adjustments.

Current assets	$          96,883
Identifiable intangibles	669,000
Goodwill	991,162
Other assets	2,694
Total assets acquired	1,759,739
Deferred revenue	(83,065	)
Other current liabilities	(18,762	)
Long-term deferred tax liability	(241,932	)
Net assets acquired	$    1,415,980

The majority of the goodwill is not expected to be deductible for tax purposes.  Of the $669 million of acquired intangible assets acquired, $98 million was assigned to trade names that are not subject to amortization. The remaining $571 million of acquired intangible assets have a weighted-average useful life of approximately 18 years. The intangible assets that make up that amount include customer relationships of $460 million (20 year weighted-average useful life) and software of $111 million (12 year weighted-average useful life).

Roper's results for the quarter ended September 30, 2012 included results from Sunquest between August 22, 2012 and September 30, 2012.  In that period, Sunquest contributed $21.0 million in revenue and $0.2 million of earnings (inclusive of deal-related costs) to Roper's results.  The following unaudited pro forma summary presents consolidated information as if the acquisition of Sunquest had occurred on January 1, 2011 (amounts in thousands, except per share data):

	Pro forma
	Three months ended September 30,				Nine months endedSeptember 30,
	2012		2011		2012		2011
Sales	$	780,278	$	752,172	$	2,320,497	$	2,177,821
Net income		128,226		118,862		380,046		320,991
Earnings per share, basic		1.31		1.24		3.90		3.35
Earnings per share, diluted		1.29		1.21		3.82		3.27

Pro forma earnings for the nine months ended September 30, 2012 and 2011 were adjusted by $50.6 million and $7.1 million, respectively, for non-recurring acquisition and other costs. Pro forma earnings for the three months ended September 30, 2012 and 2011 were adjusted by $41.3 million and $3.0 million, respectively, for non-recurring acquisition and other costs. Adjustments were also made to pro forma earnings for the three months and nine months ended September 30, 2012 and 2011 for recurring changes in amortization, interest expense and taxes related to the acquisition.

During the nine months ended September 30, 2012, Roper also acquired the assets of Shanghai Hao Ying Measurement & Control Technology Co, Ltd. ("Hao Ying") on January 5, 2012, the shares of Cambridge Viscosity, Inc. ("Cambridge") on February 27, 2012 and the assets of Ascension Technology Corporation ("Ascension") on May 31, 2012.  Hao Ying and Cambridge are reported in the Energy Systems & Controls segment.  Ascension is reported in the Medical & Scientific Imaging segment.  These acquisitions were immaterial.