Sale of Business

12 Months Ended

Dec. 31, 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 pays a royalty on certain products manufactured by Accell using licensed Company intellectual property. In addition, Accell serves as the exclusive distributor for our Device Solutions, Networked Solutions, and Outcomes product and service offerings in Latin America.

Based on the sales price and the net assets of the five subsidiaries sold, we recognized a total loss of $59.8 million during the year ended in 2020. The loss 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 along with 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.

At the close date of the transaction, we received $2.5 million of the sales price in cash. 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 sale of price consisted of a cash received of $2.5 million, deferred purchase price note of $2.0 million and a working capital note of $21.1 million, both of which were to be paid in 2020, and $9.4 million for minimum royalties and tax credits to be paid in 2021 through 2024. During 2020, we received $4.8 million of payments related to the deferred purchase price note and working capital amount. In January 2021, we agreed to extend the payment terms on the outstanding working capital balance of $18.4 million. Accell agreed to make monthly payments including interest through September 2022. We received the first two of these monthly payments with interest in January and February 2021.

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)	(38,636)
Currency translation adjustment loss	(52,074)
Goodwill allocated	(3,000)
Legal fees	(1,115)
Total loss on sale of business	$	(59,817)