Discontinued Operations

9 Months Ended

Sep. 30, 2021

Discontinued Operations and Disposal Groups [Abstract]

During and subsequent to the third quarter of 2021, the Company signed definitive agreements to divest its TransCore, Zetec and CIVCO Radiotherapy businesses as described below.

•On August 10, 2021, Roper signed a definitive agreement to divest its Zetec business to Eddyfi NDT Inc. for approximately $350.0 in cash. The transaction, which is expected to close in the fourth quarter of 2021, is subject to customary closing conditions, including regulatory approvals. Zetec was previously included in the Process Technologies reportable segment.

•On October 1, 2021, Roper signed a definitive agreement to divest its TransCore business to an affiliate of Singapore Technologies Engineering Ltd., for approximately $2,680.0 in cash. The transaction, which is expected to close in the first quarter of 2022, is subject to customary closing conditions, including regulatory approvals. TransCore was previously included in the Network Software & Systems reportable segment.

•On October 14, 2021, Roper signed a definitive agreement to divest its CIVCO Radiotherapy business to an affiliate of Blue Wolf Capital Partners LLC, for approximately $120.0 in cash. On November 1, 2021, the Company closed on its sale of its CIVCO Radiotherapy business. The Company is currently calculating the gain and associated tax expense on the sale, which will be disclosed within the Company’s 2021 Annual Report on Form 10-K. The CIVCO Radiotherapy business was previously included in the Measurement & Analytical Solutions reportable segment.

The Company concluded these disposal activities, in the aggregate, represented a strategic shift that will have a major effect on the Company’s operations and financial results. These divestitures significantly enhance our mix of high-margin, recurring revenue businesses and notably reduce our working capital requirements. Accordingly, the financial results of the TransCore, Zetec and CIVCO Radiotherapy businesses are presented in the Condensed Consolidated Financial Statements as discontinued operations for all periods presented. Current and non-current assets and liabilities of these businesses are presented in the Condensed Consolidated Balance Sheet as assets and liabilities of discontinued operations classified as held for sale for both periods presented.

The following tables summarize the major classes of assets and liabilities related to the discontinued operations of the TransCore, Zetec and CIVCO Radiotherapy businesses, as reported in the Condensed Consolidated Balance Sheets:


	September 30, 2021 (1)		December 31, 2020
Accounts receivable, net	$	86.8	$	117.3
Inventories, net	53.8		33.3
Unbilled receivables	154.6		168.9

Goodwill	428.5		—
Other intangible assets, net	37.8		—
Other current assets	72.1		4.7
Current assets held for sale	833.6		324.2

Goodwill	—		429.2
Other intangible assets, net	—		38.7
Other assets	—		53.7
Assets held for sale	$	—	$	521.6

Accounts payable	$	49.7	$	50.7
Accrued compensation	30.2		23.5
Deferred taxes	25.2		—
Other current liabilities	63.5		46.6
Current liabilities held for sale	168.6		120.8

Deferred taxes	—		31.0
Other liabilities	—		33.1
Liabilities held for sale	$	—	$	64.1

(1) All assets and liabilities held for sale were classified as current as it is probable the sale of TransCore, Zetec and CIVCO Radiotherapy will be completed within one year.

The following table summarizes the major classes of revenue and expenses constituting net income from discontinued operations attributable to the TransCore, Zetec and CIVCO Radiotherapy businesses:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net revenues	$	158.6	$	167.9	$	472.1	$	503.2
Cost of sales	91.3		101.9		280.2		296.7
Gross profit	67.3		66.0		191.9		206.5

Selling, general and administrative expenses(1)	25.6		28.9		87.8		86.6
Income from operations	41.7		37.1		104.1		119.9

Other income (expense), net	0.2		(0.2)		1.4		0.2

Earnings before income taxes	41.9		36.9		105.5		120.1

Income taxes	12.2		9.5		23.4		26.7

Net earnings from discontinued operations	$	29.7	$	27.4	$	82.1	$	93.4

(1) Includes stock-based compensation expense of $1.4 and $1.2 for the three months ended September 30, 2021 and 2020, respectively, and $3.2 and $3.5 for the nine months ended September 30, 2021 and 2020, respectively. Stock-based compensation for discontinued operations was previously reported as a component of unallocated corporate general and administrative expenses.