Discontinued Operations

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

During the year ended December 31, 2021, the Company signed definitive agreements to divest its TransCore, Zetec and CIVCO Radiotherapy businesses as described below.

•On November 1, 2021, Roper closed on the sale of the CIVCO Radiotherapy business to an affiliate of Blue Wolf Capital Partners LLC, for approximately $120.0 in cash. The sale resulted in a pretax gain of $77.2 and income tax expense of $21.3, which are reported within “Gain on disposition of discontinued operations, net of tax” in the Consolidated Statements of Earnings. CIVCO Radiotherapy was previously included in the Measurement & Analytical Solutions reportable segment.

•On January 5, 2022, Roper closed on the sale of the Zetec business to Eddyfi NDT Inc. for approximately $350.0 in cash. The Company is currently calculating the gain and associated tax expense on the sale, which will be disclosed within the Company’s first quarter 2022 Quarterly Report on Form 10-Q. 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.

We concluded these disposal activities, in the aggregate, represented a strategic shift that will have a major effect on our 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 Consolidated Financial Statements as discontinued operations for all periods presented, as applicable. Current and non-current assets and liabilities of these businesses are presented in the 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 applicable, as reported in the Consolidated Balance Sheets at December 31:


	2021 (1)		2020
Accounts receivable, net	$	74.7	$	117.3
Inventories, net	47.8		33.3
Unbilled receivables	158.2		168.9
Goodwill	405.5		—
Other intangible assets, net	31.0		—
Other current assets	71.4		4.7
Current assets held for sale	788.6		324.2

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

Accounts payable	$	40.3	$	50.7
Accrued compensation	27.0		23.5
Deferred taxes	29.5		—
Other current liabilities	62.3		46.6
Current liabilities held for sale	159.1		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 was probable that the sale of TransCore and Zetec would be completed within one year from the balance sheet date.

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


	Year ended December 31,
	2021		2020		2019
Net revenues	$	638.0	$	672.9	$	639.1
Cost of sales	372.9		400.7		352.1
Gross profit	265.1		272.2		287.0

Selling, general and administrative expenses(1)	124.0		114.6		116.9
Income from operations	141.1		157.6		170.1

Other income (expense), net	1.5		0.3		(0.1)

Earnings before income taxes (2)	142.6		157.9		170.0

Income taxes	28.5		33.7		42.1

Earnings from discontinued operations, net of tax	114.1		124.2		127.9

Gain on disposition of discontinued operations, net of tax	55.9		—		—

Net earnings from discontinued operations	$	170.0	$	124.2	$	127.9

(1) Includes stock-based compensation expense of $5.4, $4.8 and $3.4 for the years ended December 31, 2021, 2020, and 2019, respectively. Stock-based compensation for discontinued operations was previously reported as a component of unallocated corporate general and administrative expenses. In connection with the sale of CIVCO Radiotherapy, we recognized expense of $0.9 associated with accelerated vesting of share-based awards. These charges were recorded as a component of “Gain on disposition of discontinued operations, net of tax” within the Consolidated Statements of Earnings.

(2) Includes depreciation and amortization of $5.2, $7.9 and $7.2 for the years ended December 31, 2021, 2020, and 2019, respectively.