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U.K. Sale | 9 Months Ended
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Sep. 30, 2021
Discontinued Operations And Disposal Groups [Abstract] |
U.K. Sale |
3. | U.K. Sale
On January 19, 2021, the Company completed the U.K. Sale pursuant to a Share Purchase Agreement in which it sold all of the securities of AHC-WW Jersey Limited, a private limited liability company incorporated in Jersey and a subsidiary of the Company, which constituted the entirety of the Company’s U.K. business operations. The U.K. Sale resulted in approximately $1,525 million of gross proceeds before deducting the settlement of existing foreign currency hedging liabilities of $85 million based on the current British Pounds (“GBP”) to U.S. Dollars (“USD”) exchange rate, cash retained by the buyer and transaction costs. The Company used the net proceeds of approximately $1,425 million (excluding cash retained by the buyer) along with cash from the balance sheet to reduce debt by $1,640 million during the first quarter of 2021 as described in Note 11 – Long-Term Debt. As a result of the U.K. Sale, the Company reported, for all periods presented, results of operations and cash flows of the U.K. operations as discontinued operations in the accompanying financial statements. In December 2020, the Company’s U.K. operations met the criteria to be classified as assets held for sale. The carrying value of the U.K. operations was written down to fair value less costs to sell in the condensed consolidated balance sheet at December 31, 2020. This resulted in a loss on sale of $867.3 million, which includes approximately $356.2 million of non-cash goodwill impairment, within discontinued operations in the consolidated statement of operations for the year ended December 31, 2020. During the first quarter of 2021, an additional $14.3 million was recorded as loss on sale primarily resulting from an increase in the U.K. operations carrying value. For the three and nine months ended September 30, 2021 and 2020, results of operations of the U.K. operations were as follows (in thousands):
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Revenue |  | $ | — |  |  | $ | 285,343 |  |  | $ | 62,520 |  |  | $ | 817,772 |
Salaries, wages and benefits |  |  | — |  |  |  | 159,840 |  |  |  | 35,937 |  |  |  | 465,514 |
Professional fees |  |  | — |  |  |  | 31,987 |  |  |  | 6,815 |  |  |  | 92,264 |
Supplies |  |  | — |  |  |  | 9,434 |  |  |  | 2,217 |  |  |  | 28,274 |
Rents and leases |  |  | — |  |  |  | 11,817 |  |  |  | 2,509 |  |  |  | 34,858 |
Other operating expenses |  |  | — |  |  |  | 28,880 |  |  |  | 6,682 |  |  |  | 85,682 |
Depreciation and amortization |  |  | — |  |  |  | 18,780 |  |  |  | — |  |  |  | 55,739 |
Interest expense, net |  |  | — |  |  |  | 238 |  |  |  | 10 |  |  |  | 666 |
Loss on sale |  |  | — |  |  |  | — |  |  |  | 14,254 |  |  |  | — |
Loss on impairment |  |  | — |  |  |  | 20,239 |  |  |  | — |  |  |  | 20,239 |
Transaction-related expenses |  |  | — |  |  |  | 5,479 |  |  |  | 6,265 |  |  |  | 7,735 |
Total expenses |  |  | — |  |  |  | 286,694 |  |  |  | 74,689 |  |  |  | 790,971 |
(Loss) income from discontinued operations before income taxes |  |  | — |  |  |  | (1,351 | ) |  |  | (12,169 | ) |  |  | 26,801 |
(Benefit from) provision for income taxes |  |  | — |  |  |  | (2,025 | ) |  |  | 472 |  |  |  | (3,003 | )
Income (loss) from discontinued operations, net of taxes |  | $ | — |  |  | $ | 674 |  |  | $ | (12,641 | ) |  | $ | 29,804 |
The major classes of assets and liabilities for the U.K. operations as of December 31, 2020 are shown below (in thousands):
Cash and cash equivalents |  | $ | 75,051 |
Accounts receivable, net |  |  | 52,196 |
Other current assets |  |  | 13,361 |
Current assets of discontinued operations |  |  | 140,608 |
Property and equipment, net |  |  | 1,297,923 |
Goodwill |  |  | — |
Intangible assets, net |  |  | 22,289 |
Operating lease right-of-use assets |  |  | 341,289 |
Other assets |  |  | 7,706 |
Total assets of discontinued operations |  | $ | 1,809,815 |
Current liabilities: |  |  |  |
Accounts payable |  | $ | 44,929 |
Current portion of operating lease liabilities |  |  | 11,141 |
Other current liabilities |  |  | 136,895 |
Current liabilities of discontinued operations |  |  | 192,965 |
Operating lease liabilities |  |  | 387,607 |
Deferred tax liabilities |  |  | 57,230 |
Other liabilities |  |  | 22,225 |
Total liabilities of discontinued operations |  | $ | 660,027 |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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