Roper Technologies, Inc. (Nasdaq: ROP) today
announced that it has reached a definitive agreement to acquire
Procare Solutions for a net purchase price of approximately $1.75
billion, including a $110 million tax benefit resulting from the
transaction. The net purchase price represents approximately 18
times Procare’s estimated EBITDA for the twelve months ending March
31, 2025.
Procare is a leading provider of cloud-based
software for the management of early childhood education centers.
Procare’s purpose-built solutions serve as the system-of-record and
workflow software for childcare centers, managing all aspects of
day-to-day operations, including parent engagement, staff and
teacher scheduling, classroom management, tuition billing, and
payment processing. More than 37,000 childcare organizations
utilize Procare’s tools to digitally transform their operations and
maintain strong relationships with their families and staff.
“Procare is a terrific business with clear niche
market leadership, mission critical solutions, strong organic
revenue growth, a high recurring and reoccurring revenue mix,
outstanding customer retention, and excellent cash conversion,”
said Neil Hunn, Roper Technologies’ President and CEO. “This
acquisition demonstrates Roper’s disciplined capital deployment
strategy that focuses on identifying high-quality, market-leading
technology businesses that will enhance Roper’s long-term cash flow
compounding. Procare has multiple paths to deliver long-term
mid-teens organic growth, and we look forward to partnering with
the Procare team to execute their strategy.”
Procare’s management team will continue to lead
the business from its Denver, Colorado headquarters. Procare’s
name, brands, and office locations will not change as a result of
the transaction.
Acquisition financing and financial
outlook
Roper anticipates funding the transaction using
its revolving credit facility.
Procare is expected to contribute approximately
$260 million of revenue and $95 million of EBITDA for the twelve
months ending March 31, 2025, and will be reported in Roper’s
Application Software segment. The transaction is expected to be
accretive to Roper’s 2024 free cash flow and 2025 adjusted DEPS.
Roper expects Procare to deliver long-term mid-teens organic
revenue growth.
Roper’s management team looks forward to
discussing this acquisition during its fourth quarter 2023
financial results conference call scheduled to take place at 8:00AM
ET on Wednesday, January 31, 2024.
The transaction is expected to close later this
quarter, subject to regulatory approval and customary closing
conditions.Use of non-GAAP financial
information
Roper supplements its consolidated financial
statements presented on a GAAP basis with certain non-GAAP
financial information, including EBITDA, to provide investors with
greater insight, increase transparency and allow for a more
comprehensive understanding of the information used by management
in its financial and operational decision-making. Roper defines
EBITDA as earnings before interest, taxes, depreciation, and
amortization. Roper has not provided a reconciliation of the
expected EBITDA contribution by Procare to the expected net income
contribution by Procare for the twelve months ending March 31, 2025
because we are unable to quantify certain amounts that would be
required to be included in Procare’s contribution to net income
without unreasonable efforts. In addition, Roper believes such
reconciliation would imply a degree of precision that would be
confusing or misleading to investors. The non-GAAP financial
measure disclosed by Roper in this press release should not be
considered a substitute for, or superior to, financial measures
prepared in accordance with GAAP, and the financial results
prepared in accordance with GAAP and reconciliations from these
results should be carefully evaluated.
About Roper Technologies
Roper Technologies is a constituent of the
Nasdaq 100, S&P 500, and Fortune 1000. Roper has a proven,
long-term track record of compounding cash flow and shareholder
value. The Company operates market leading businesses that design
and develop vertical software and technology enabled products for a
variety of defensible niche markets. Roper utilizes a disciplined,
analytical, and process-driven approach to redeploy its excess
capital toward high-quality acquisitions. Additional information
about Roper is available on the Company’s website at
www.ropertech.com.
About Procare Solutions
For more than 30 years, Procare Solutions has
been helping early childhood educators simplify operations and
create meaningful connections with families, so they can focus on
what matters most – the children in their care. From registration,
attendance tracking, staff management and lesson planning to family
engagement, tuition collection and reporting, Procare helps ease
the challenges faced of running a childcare business. Procare’s
dedicated team of support professionals also make it easy to get up
and running quickly and answer questions along the way. That’s why
over 37,000 customers choose Procare. For more information, visit
procaresoftware.com.
Contact information: Investor
Relations941-556-2601 investor-relations@ropertech.com
The information provided in this press release
contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements may
include, among others, statements regarding operating results, the
success of our internal operating plans, and the prospects for
newly acquired businesses to be integrated and contribute to future
growth, profit and cash flow expectations. Forward-looking
statements may be indicated by words or phrases such as
"anticipate," "estimate," "plans," "expects," "projects," "should,"
"will," "believes," "intends" and similar words and phrases. These
statements reflect management'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 contained in any forward-looking statement. Such risks
and uncertainties include any ongoing impacts of the COVID-19
pandemic on our business, operations, financial results and
liquidity, which will depend on numerous evolving factors which we
cannot accurately predict or assess, including: the duration and
scope of the pandemic, new variants of the virus and the
distribution and efficacy of vaccines; any negative impact on
global and regional markets, economies and economic activity;
actions governments, businesses and individuals take in response to
the pandemic; the effects of the pandemic, including all of the
foregoing, on our customers, suppliers and business partners. Such
risks and uncertainties also include our ability to identify and
complete acquisitions consistent with our business strategies,
integrate acquisitions that have been completed, realize expected
benefits and synergies from, and manage other risks associated
with, acquired businesses, including obtaining any required
regulatory approvals with respect thereto. We also face other
general risks, including our ability to realize cost savings from
our operating initiatives, general economic conditions and the
conditions of the specific markets in which we operate, including
risks related to labor shortages and rising interest rates, changes
in foreign exchange rates, difficulties associated with exports,
risks associated with our international operations, cybersecurity
and data privacy risks, including litigation resulting therefrom,
risks related to political instability, armed hostilities,
incidents of terrorism, public health crises (such as the COVID-19
pandemic) or natural disasters, increased product liability and
insurance costs, increased warranty exposure, future competition,
changes in the supply of, or price for, parts and components,
including as a result of the current inflationary environment and
ongoing supply chain constraints, environmental compliance costs
and liabilities, risks and cost associated with litigation,
potential write-offs of our substantial intangible assets, and
risks associated with obtaining governmental approvals and
maintaining regulatory compliance for new and existing products.
Important risks may be discussed in current and subsequent filings
with the SEC. You should not place undue reliance on any
forward-looking statements. These statements speak only as of the
date they are made, and we undertake no obligation to update
publicly any of them in light of new information or future
events.
Roper Technologies (NASDAQ:ROP)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Roper Technologies (NASDAQ:ROP)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024