Sale of Business

6 Months Ended

Jun. 30, 2020

Discontinued Operations and Disposal Groups [Abstract]

Latin America Divestiture

On June 25, 2020, we closed on the sale of five subsidiaries comprising our manufacturing and sales operations in Latin America to buyers led by Instalación Profesional y Tecnologías del Centro S.A. de C.V., a Mexican company doing business as Accell in Brazil (Accell), through the execution of various definitive stock purchase agreements. The sale of these Latin America-based operations is part of our continued strategy to improve profitability and focus on growing our Networked Solutions and Outcomes businesses in Latin America and throughout the world. We retained the intellectual property rights to our products sold in Latin America. As part of the transaction, we entered into an intellectual property license agreement whereby Accell will pay a royalty on certain products manufactured by Accell using licensed Company intellectual property. In addition, Accell will serve as an exclusive distributor for our Device Solutions, Networked Solutions, and Outcomes products and services offerings in Latin America.

Based on the sales price and the net assets of the five subsidiaries sold, we recognized an impairment loss of $56.9 million in the second quarter of 2020. The impairment was primarily due to the recognition of $52.1 million in foreign currency translation losses accumulated since the acquisition of these subsidiaries in 2006 and 2007, and allocated goodwill of $3.0 million. Accell assumed all recognized liabilities, as well as all future liabilities, of the subsidiaries. We have provided no indemnification for any future losses that may be incurred. The terms of the agreement allow for adjustments to the working capital amounts used in the calculation of the sales price and net assets written off for a period of 60 days following the close of the transaction.

Of the total sales price, $2.5 million was received at closing, and the majority of the remaining portion is due by December 31, 2020. Included in the net assets sold was $6.1 million in cash. This resulted in net outflow of cash at closing of $3.6 million.

The loss on sale of business was calculated as follows:


In thousands	Loss on sale of business
Sales price	$	35,008
Net assets sold (including working capital)	(36,002)
Currency translation adjustment loss	(52,088)
Goodwill allocated	(3,000)
Legal fees	(833)
Total loss on sale of business	$	(56,915)