Discontinued Operations

6 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

On March 13, 2023, the Company completed the sale (the “Closing”) of the Business to PerkinElmer Topco, L.P. (formerly known as Polaris Purchaser, L.P.) (the “Purchaser”), a Delaware limited partnership owned by funds managed by affiliates of New Mountain Capital L.L.C. (the “Sponsor”), for an aggregate purchase price of up to $2.45 billion. The Company received approximately $2.27 billion in cash proceeds before transaction costs. At the Closing, the Company was entitled to an additional $75.0 million in proceeds payable in installments to commence upon the Company’s ceasing the use of the PerkinElmer brand and related trademarks and transferring them to the Purchaser (“Brand Fee”). The discounted value of the $75.0 million was measured as $65.2 million and was included in the proceeds. During the second quarter of fiscal year 2024, the Company received the first installment of the Brand Fee. The Company expects to receive the remaining balance of the Brand Fee in installments through the first quarter of 2025. In addition, the Company is entitled to additional consideration of up to $150.0 million that is contingent on the exit valuation the Sponsor and its affiliated funds receive on a sale or other capital events related to the Business. The fair value of this element of consideration was determined to be $15.9 million and was included in the proceeds at Closing. The Company received approximately $138.5 million of cash for post-closing adjustments during the second quarter of fiscal year 2024. During the three and six months ended June 30, 2024, the Company recognized $23.7 million and $25.5 million, respectively, of other expense primarily due to the adjustment to the receivable related to the post-closing adjustment and divestiture-related costs in gain on sale.

In connection and concurrent with the Closing, the Company also entered into a Transition Services Agreement (“TSA”) with the Purchaser for a period of up to 24 months from the Closing. The costs and amounts of reimbursements related to the TSA and other commercial transactions between the parties were not significant in fiscal year 2023 or the first half of fiscal year 2024. The amounts in future periods are not expected to be significant.

The Business had been reported in the Company’s Discovery & Analytical Solutions segment, which is now referred to as the Life Sciences segment. The sale of the Business represented a strategic shift that has had a major effect on the Company’s operations and financial statements. Accordingly, the Business is reported for all periods as discontinued operations in the

Company’s consolidated financial statements. The following table summarizes the results of discontinued operations which are presented as (loss) income from discontinued operations in the Company’s condensed consolidated statements of operations:


	Three Months Ended				Six Months Ended
	June 30, 2024		July 2, 2023		June 30, 2024		July 2, 2023
	(In thousands)
Revenue	$	—	$	—	$	—	$	175,423
Cost of revenue	—		—		—		124,647
Selling, general and administrative expenses	—		—		—		74,794
Research and development expenses	—		—		—		10,434
Operating loss	—		—		—		(34,452)
Other (expense) income:
(Loss) gain on sale	(23,749)		(31,232)		(25,459)		835,687
Other income, net	—		—		—		913
Total other (expense) income	(23,749)		(31,232)		(25,459)		836,600
(Loss) income from discontinued operations before income taxes	(23,749)		(31,232)		(25,459)		802,148
(Benefit from) provision for income taxes	(6,503)		(8,169)		(5,530)		280,581
(Loss) income from discontinued operations	$	(17,246)	$	(23,063)	$	(19,929)	$	521,567