Assets Held for Sale and Discontinued Operations

3 Months Ended

Mar. 31, 2019

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure

6.	Assets Held for Sale and Discontinued Operations:

On November 1, 2018, the Company announced the initiation of a process to potentially divest of its management services service line to allow the Company to focus on its core physician services business. The Company determined that the criterion to classify the management services service line as assets held for sale within the Company’s Consolidated Balance Sheets effective March 31, 2019 were met. Accordingly, the assets and liabilities of that service line were classified as current assets and liabilities held for sale at March 31, 2019 as the Company expects to divest of the management services organization within the next twelve months, although there is no assurance that any such divestiture will occur. The classification to assets held for sale impacted the net book value of the assets and liabilities expected to be transferred upon sale. The estimated fair value of the management services service line was determined based on a range of market multiples and other assumptions along with estimated broker, accounting, legal and other costs to sell. The Company deemed the carrying amount of other assets within the service line, specifically accounts receivable and property and equipment, to represent fair value and therefore recorded a non-cash charge of $285.0 million against goodwill, which represented the difference between the estimated fair value of the management services service line and the carrying amount of the net assets held for sale. Recognition of the charge against goodwill resulted in a tax benefit which generated an additional $36.6 million deferred tax asset that increased the fair value of the service line. An incremental non-cash charge is then required to reduce the service line to its previously determined fair value. Accordingly, the Company recorded the incremental non-cash charge of $36.6 million for a total non-cash charge of $321.6 million, reducing the goodwill balance of the management services service line to zero. Upon completion of a divestiture, the Company could record an additional gain or loss on disposal at the time final net proceeds are determined.

In addition, in accordance with accounting guidance for discontinued operations, the expected divestiture of the management services service line was deemed to represent a fundamental strategic shift that will have a major effect on the Company’s operations, and accordingly, the operating results of the service line were reported as discontinued operations in the Company’s Consolidated Statements of Income for the three months ended March 31, 2019 with prior periods recast to conform with the current period presentation.

The following table is a reconciliation of the major classes of assets and liabilities classified as assets and liabilities held for sale in the accompanying Consolidated Balance Sheets representing the management services service line as of March 31, 2019 and December 31, 2018 (in thousands):


	March 31, 2019		December 31, 2018
Assets
Cash and cash equivalents	$	11,425	$	11,254
Accounts receivable, net		39,619		38,118
Prepaid expenses and other assets		2,741		2,505
Property and equipment, net		43,440		42,603
Operating lease right-of-use asset		4,843		—
Goodwill		—		321,556
Intangible assets, net		270,469		275,148

	$	372,537	$	691,184

Liabilities
Accounts payable, accrued expenses and other liabilities	$	23,896	$	23,770
Operating lease liabilities		7,231		—
Deferred income taxes		1,163		35,659

	$	32,290	$	59,429

The following table summarizes the results of discontinued operations for the three months ended March 31, 2019 and 2018 (in thousands):


	Three Months Ended March 31,
	2019			2018
Net revenue	$	51,222		$	56,089

Operating expenses:
Cost of service salaries and benefits		25,928			27,876
Cost of service supplies and other operating expenses		5,567			5,969
General and administrative expenses		11,023			11,226
Depreciation and amortization		7,262			6,249
Transaction costs		1,100			—
Loss on classification as held for sale		321,556			—

Total operating expenses		372,436			51,320

(Loss) income from operations		(321,214	)		4,769
Non-operating expenses, net		(16	)		(9	)
(Loss) income before income taxes		(321,230	)		4,760

Income tax benefit (provision)		36,705			(1,339	)
Net (loss) income	$	(284,525	)	$	3,421