Discontinued Operations

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

During 2021, the Company signed definitive agreements to divest our TransCore, Zetec and CIVCO Radiotherapy businesses as described below.

•On March 17, 2022, Roper closed on the divestiture of our TransCore business to an affiliate of Singapore Technologies Engineering Ltd., for approximately $2,680.0 in cash. The sale resulted in a pretax gain of $2,073.7 and income tax expense of $550.5, which are reported within “Gain on disposition of discontinued operations, net of tax” in the Condensed Consolidated Statements of Earnings. TransCore was previously included in the Network Software & Systems reportable segment.

•On January 5, 2022, Roper closed on the divestiture of our Zetec business to Eddyfi NDT Inc. for approximately $350.0 in cash. The sale resulted in a pretax gain of $255.3 and income tax expense of $60.9, which are reported within “Gain on disposition of discontinued operations, net of tax” in the Condensed Consolidated Statements of Earnings. Zetec was previously included in the Process Technologies reportable segment.

•On November 1, 2021, Roper closed the divestiture of our CIVCO Radiotherapy business to an affiliate of Blue Wolf Capital Partners LLC. 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 at December 31, 2021.

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 at December 31, 2021:


Accounts receivable, net	$	74.7
Inventories, net	47.8
Unbilled receivables	158.2

Goodwill	405.5
Other intangible assets, net	31.0
Other current assets	71.4
Current assets held for sale	$	788.6






Accounts payable	$	40.3
Accrued compensation	27.0
Deferred taxes	29.5
Other current liabilities	62.3
Current liabilities held for sale	$	159.1

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 March 31,
		2022		2021
Net revenues		$	100.4	$	152.5
Cost of sales		71.2		94.7
Gross profit		29.2		57.8

Selling, general and administrative expenses (1)		19.9		31.9
Income from operations		9.3		25.9

Other income (expense), net		0.1		(0.1)

Earnings before income taxes (2)		9.4		25.8

Income taxes		(6.2)		6.7

Earnings from discontinued operations, net of tax		15.6		19.1

Gain on disposition of discontinued operations, net of tax		1,717.3		—

Net earnings from discontinued operations		$	1,732.9	$	19.1

(1) Includes stock-based compensation expense of $0.9 and $1.3 for the three months ended March 31, 2022 and 2021, respectively. In connection with the sale of TransCore and Zetec, we recognized expense of $4.5 associated with accelerated vesting of share-based awards. The charges associated with accelerated vesting were recorded as a component of “Gain on disposition of discontinued operations, net of tax” within the Condensed Consolidated Statements of Earnings.

(2) During the three months ended March 31, 2022, there was no depreciation of property, plant and equipment or amortization of intangible assets given the asset classification as held for sale during the period. During the three months ended March 31, 2021 depreciation and amortization was $1.9.