ASSETS AND LIABILITIES HELD FOR SALE

9 Months Ended

Sep. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Following a strategic review of its business portfolio, the Company initiated a plan to sell MAKS in the second quarter of 2019 and determined that all of the criteria had been met to classify the assets and liabilities of MAKS as held for sale as of June 30, 2019. On July 16, 2019, the Company entered into a definitive agreement to sell MAKS to Equistone Partners Europe Limited (Equistone), a European private equity firm. The Company expects the transaction to close during the fourth quarter of 2019, and as of September 30, 2019 MAKS continued to be classified as held for sale.

In accordance with ASC Topic 360, the Company is required to measure the assets and liabilities of MAKS which are classified as held for sale at the lower of carrying value or fair value less any costs to sell. In addition, the Company will be required to reclassify cumulative currency translation losses associated with MAKS to earnings upon the sale of the business.

Accordingly, for the purposes of evaluating the impairment of MAKS, the Company has increased the carrying value of MAKS for $32.6 million of currency translation losses recorded within AOCI at September 30, 2019.

In the three and nine months ended September 30, 2019, the company recorded a non-cash impairment charge of $2.0 million and $10.7 million to adjust the carrying value of MAKS to fair value. As of September 30, 2019, the estimated fair value of $202.5 million, which is based on an estimate of the selling price, includes a reduction of approximately $43 million for certain indemnification provisions. The fair value of the net assets held for sale is classified as Level 3 within the fair value hierarchy.

The following table presents the major classes of the total consolidated assets and liabilities of MAKS that were classified as held for sale on the consolidated balance sheet at September 30, 2019:



	September 30, 2019
Assets
Current assets:
Cash and cash equivalents	$	11.1
Accounts receivable, net	18.7
Other current assets	6.6
Total current assets	36.4
Property and equipment, net	12.7
Goodwill	163.9
Intangible assets, net	44.0
Deferred tax assets, net	4.8
Other assets	2.9
Total assets held for sale prior to impairment	$	264.7
Impairment of assets held for sale	(10.7		)
Total assets held for sale	$	254.0
Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	21.4
Deferred revenue	1.8
Total current liabilities	23.2
Deferred tax liabilities, net	6.8
Uncertain tax positions	28.6
Other liabilities	25.5
Total liabilities held for sale	$	84.1



Derivation of impairment charge
Total net assets held for sale prior to impairment	$	180.6
Currency translation adjustment ⁽¹⁾	32.6
Total net assets held for sale including currency translation adjustment	$	213.2
Estimated fair value less costs to sell	202.5
Impairment of assets held for sale	$	10.7
⁽¹⁾ Primarily due to the depreciation of the Indian rupee to the U.S. dollar