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Assets Held for Sale and Discontinued Operations
9 Months Ended
Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure
7.
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
, which operates as MedData,
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 were met at March 31, 2019 and continue to be met at September 30, 2019. Accordingly, the assets and liabilities of that service line were classified as current assets and liabilities held for sale at September 30, 2019 as the Company expect
ed 
to divest of the management services organization within twelve months of March 31, 2019.
 In October 2019, the Company entered into a securities purchase agreement with an affiliate of Frazier Healthcare Partners to divest of MedData, which transaction closed on October 31, 2019. See Note 15 – Subsequent Event.
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 and nine months ended September 30, 2019 with prior periods recast to conform with the current period presentation.
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 initially determined at March 31, 2019 based on an estimated market value 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 during the first quarter of 2019 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 during the three months ended March 31, 2019, reducing the goodwill balance of the management services service line to zero. During the three months ended June 30, 2019, an incremental
non-cash
charge of $50.0 million was recorded based on new information obtained during the quarter with respect to the estimated market value of the management services service line. This
non-cash
charge was recorded against amortizing intangible assets. Recognition of the incremental
non-cash
charge resulted in a tax benefit which generated an additional $16.4 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 $16.4 million for a total
non-cash
charge of $66.4 million during the three months ended June 30, 2019. Upon completion of a divestiture, the Company could record an additional gain or loss on disposal at the time final net proceeds are determined.
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 September 30, 2019 and December 31, 2018 (in thousands):
                 
 
September 30,
 
2019
   
December 31,
 
2018
 
Assets
   
     
 
Cash and cash equivalents
  $
8,778
    $
11,254
 
Accounts receivable, net
   
38,902
     
38,118
 
Prepaid expenses and other assets
   
2,070
     
2,505
 
Property and equipment, net
   
51,178
     
42,603
 
Deferred income taxes
   
13,009
     
 
 
 
Operating lease
right-of-use
asset
   
4,505
     
—  
 
Goodwill
   
 
 
     
321,556
 
Intangible assets, net
   
204,023
     
275,148
 
                 
  $
322,465
    $
691,184
 
                 
Liabilities
   
     
 
Accounts payable, accrued expenses and other liabilities
  $
23,924
    $
23,770
 
Lease liabilities
   
6,520
     
—  
 
Deferred income taxes
   
 
 
     
35,659
 
                 
  $
30,444
    $
59,429
 
                 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The following table summarizes the results of discontinued operations for the three and nine months ended September 30, 2019 and 2018 (in thousands):
                                 
 
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
 
2019
   
2018
   
2019
   
2018
 
Net revenue
  $
50,946
    $
55,236
    $
155,309
    $
169,567
 
                                 
Operating expenses:
   
     
     
     
 
Cost of service salaries and benefits
   
26,288
     
26,392
     
78,883
     
82,198
 
Cost of service supplies and other operating expenses
   
5,700
     
5,932
     
17,637
     
18,126
 
General and administrative expenses
   
11,007
     
11,454
     
33,451
     
34,242
 
Depreciation and amortization
   
     
6,506
     
7,262
     
18,992
 
Transaction costs
   
1,600
     
     
3,000
     
—  
 
Loss on classification as held for sale
   
     
     
388,002
     
—  
 
                                 
Total operating expenses
   
44,595
     
50,284
     
528,235
     
153,558
 
 
                               
Income (loss) from operations
   
6,351
     
4,952
     
(372,926
)    
16,009
 
Non-operating
expenses, net
   
(15
)    
(221
)    
(47
)    
(241
)
                                 
Income (loss) before income taxes
   
6,336
     
4,731
     
(372,973
)    
15,768
 
Income tax (provision) benefit
   
(2,006
)    
(1,323
)    
49,017
     
(4,302
)
                                 
Net income (loss)
  $
4,330
    $
3,408
    $
(323,956
)   $
11,466