REVVITY INC
For the period ended Mar 31, 2024. Filed May 7, 2024.
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Mar 31, 2024 · Filed May 7, 2024
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Discontinued Operations
On March 13, 2023, we completed the sale (the “Closing”) of certain assets and the equity interests of certain entities constituting our Applied, Food and Enterprise Services businesses (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. We received approximately $2.13 billion in cash proceeds, before transaction costs and subject to post-closing adjustments. We are entitled to an additional $75.0 million in proceeds as consideration for our ceasing theuse of the PerkinElmer brand and related trademarks and transferring them to the Purchaser. This consideration is expected to be received in installments through the first half of 2025. The discounted value of the$75.0 million was measured as $65.2 million and was included in the proceeds. In addition, we are 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. We also recorded a receivable of approximately $161.0 million as of March 31, 2024 for post-closing adjustments that are expected to be settled with the Purchaser during fiscal year 2024. The final amount of the receivable related to the post-closing adjustments is subject to change.
The Business is reported for all periods as discontinued operations in our condensed consolidated financial statements. The following table summarizes the results of discontinued operations which are presented as (Loss) income from discontinued operations in our condensed consolidated statements of operations:
| Three Months Ended | ||
|---|---|---|
| March 31,2024 | April 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 | (1,710) | 866,919 |
| Other expense, net | — | 913 |
| Total other (expense) income | (1,710) | 867,832 |
| (Loss) income from discontinued operations before income taxes | (1,710) | 833,380 |
| Provision for income tax | 973 | 288,750 |
| (Loss) income from discontinued operations | $(2,683) | $544,630 |
The results of discontinued operations during the three months ended April 2, 2023 include the results of the Business through March 13, 2023. During the three months ended March 31, 2024, we recognized $1.7 million of other expense primarily due to divestiture-related costs in gain on sale, as compared to $19.0 million during the three months ended April 2, 2023, a decrease of $17.3 million. During the three months ended April 2, 2023, we recognized $36.0 million of divestiture-related costs in selling, general and administrative expenses in discontinued operations.
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