Divestiture of Anesthesiology Medical Group

On May 6, 2020, the Company entered into a securities purchase agreement with an affiliate of North American Partners in Anesthesia (“NAPA”) to divest the Company’s anesthesiology medical group, and the transaction closed on May 6, 2020. Pursuant to the terms and conditions of the agreement, at the closing of the transaction, the Company received a cash payment of $50.0 million, subject to certain customary adjustments, as well as a contingent economic interest in NAPA with a value ranging from $0 to $250 million based upon the multiple of invested capital returned to NAPA’s owners upon exit of the investment. The Company will begin to receive a payment on its economic interest at an exit multiple of 2.0, with such payment reaching $250 million at an exit multiple of 5.0. In addition, the Company retained the accounts receivable of the anesthesiology medical group, which net of various other working capital items, approximated $110.0 million at March 31, 2020.

The operating results of the anesthesiology medical group service line were reported as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019.

The preliminary loss on sale recorded during the three months ended June 30, 2020 was

$644.2 million.

Upon completion of a valuation for the contingent economic interest and working capital true-up, final net proceeds will be determined, and the Company will adjust the loss on sale at that time. As a result of the sale, the Company currently estimates that it will generate an approximately $1.68 billion capital loss carryforward which expires in 2025. Based on management’s determination that it is more likely than not that the tax benefits related to this loss carryforward will not be realized, the Company has provided an approximately $419.0 million valuation allowance against this deferred tax asset in its financial results for the three months ended June 30, 2020.

The following table summarizes the results of discontinued operations related to the anesthesiology medical group for the three and six months ended June 30, 2020 and 2019 (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019
Net revenue	$	90,894		$	307,072		$	374,961		$	615,243

Operating expenses:
Cost of service salaries and benefits		95,398			247,759			348,662			498,930
Cost of service supplies and other operating expenses		1,350			3,233			5,216			6,700
General and administrative expenses		13,287			19,321			30,964			39,571
Depreciation and amortization		2,034			6,030			6,308			12,258
Transformational and restructuring related expenses		16,771			9,616			28,634			10,721
Loss on sale, net		644,162			—			640,154			—

Total operating expenses		773,002			285,959			1,059,938			568,180

(Loss) income from operations		(682,108	)		21,113			(684,977	)		47,063
Non-operating (expense) income, net		(7	)		(14	)		51			3

(Loss) income before income taxes		(682,115	)		21,099			(684,926	)		47,066
Income tax benefit (provision)		5,111			(5,630	)		5,561			(12,490	)

Net (loss) income	$	(677,004	)	$	15,469		$	(679,365	)	$	34,576

Divestiture of MedData

During the three

and six

months ended June 30, 2020, the Company recorded a net incremental loss on the sale of MedData of $3.0 million

and

$5.6

million, respectively, primarily for the finalization of certain transaction related expenses, a working capital true-up and incremental reserves related to indemnification matters, partially offset by the completion of its preliminary valuation for the contingent economic consideration. This incremental loss is reflected as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the three and six months ended June 30, 2020. The operating results of MedData were reported as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the three and six months ended June 30, 2019.