REVVITY INC
For the period ended Sep 29, 2024. Filed Nov 6, 2024.
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Sep 29, 2024 · Filed Nov 6, 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 $2.27 billion in cash proceeds before transaction costs. At Closing, we were entitled to an additional $75.0 million in proceeds payable in installments to commence upon our ceasing theuse 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, we received the first installment of the Brand Fee. We expect to receive the remaining balance of the Brand Fee in installments through March 2025. 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 received approximately $138.5 million of cash for post-closing adjustments during the second quarter of fiscal year 2024.
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 income (loss) from discontinued operations in our condensed consolidated statements of operations:
| Three Months Ended | Nine Months Ended | |||
|---|---|---|---|---|
| September 29,2024 | October 1,2023 | September 29,2024 | October 1,2023 | |
| (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 income (expense): | ||||
| Gain (loss) on sale | 402 | (58) | (25,057) | 835,629 |
| Other income, net | — | — | — | 913 |
| Total other income (expense) | 402 | (58) | (25,057) | 836,542 |
| Income (loss) from discontinued operations before income taxes | 402 | (58) | (25,057) | 802,090 |
| (Benefit from) provision for income tax | (579) | 22,914 | (6,109) | 303,495 |
| Income (loss) from discontinued operations | $981 | $(22,972) | $(18,948) | $498,595 |
The results of discontinued operations during the three and nine months ended October 1, 2023 include the results of the Business through March 13, 2023. During the nine months ended September 29, 2024, we recognized $25.1 million 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. During the nine months ended October 1, 2023, we recognized $35.3 million and$36.0 millionof divestiture-related costs in gain on sale and selling, general and administrative expenses in discontinued operations, respectively.
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