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Acquisition and Dispositions
9 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Acquisition and Dispositions

16. Acquisition and Dispositions

On August 1, 2019, we completed an acquisition within the Business Services segment for a purchase price of $14.6 million consisting of $3.0 million in cash paid at closing, a $3.0 million note payable due January 1, 2020 and $8.6 million in contingent consideration based on the future performance of the acquired business. The cost of the acquisition is primarily allocated to intangible assets related to client relationships based on the fair value at the acquisition date.

On May 8, 2019, we sold our R&D business within the Business Services segment for net proceeds of $11.7 million, which was received during the nine months ended September 30, 2019. The disposition of this business resulted in a net gain of $6.2 million during the nine months ended September 30, 2019, which was recorded in Other operating expense (income) in the Condensed Consolidated Statements of Operations.

On March 31, 2019, our subsidiary, RR Donnelley Editora e Grafica Ltda. (“RRD Brazil”), filed for bankruptcy liquidation in bankruptcy court in Brazil. The bankruptcy petition was approved by the court shortly thereafter and a bankruptcy trustee was appointed. As a result of the bankruptcy liquidation, we recorded a gain of $4.0 million in Other operating expense (income) for the nine months ended September 30, 2019, primarily reflecting the reclassification of cumulative currency translation adjustments into earnings and ongoing expenses associated with the bankruptcy proceedings. Subsequent to March 31, 2019, the operating results of RRD Brazil are no longer included in our consolidated results of operations. RRD Brazil had net sales of $8.8 million for the three months ended March 31, 2019 and $12.4 million and $43.2 million for the three and nine months ended September 30, 2018, respectively. RRD Brazil had a loss before income taxes of $4.1 million for the three months ended March 31, 2019 and $4.1 million and $15.6 million for the three and nine months ended September 30, 2018, respectively. The operations of RRD Brazil were included in the Business Services segment.  

On July 2, 2018, we completed the sale of our Print Logistics business for $60.0 million cash, of which we received $43.9 million after transaction costs, working capital adjustments and $4.9 million of cash which was included in the disposition. Net proceeds from the sale were used to reduce borrowings outstanding on our ABL Credit Agreement. The disposition resulted in a pre-tax gain of $3.6 million in the third quarter of 2018, which was recorded in Other operating expense (income) in the Condensed Consolidated Statements of Operations. Income taxes paid as a result of the sale were insignificant due to the utilization of capital loss carryforwards to offset the taxable gain. Prior to the sale, operating results for the Print Logistics business were reported as services within the Business Services segment.