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Discontinued Operations and Held For Sale
6 Months Ended
Jun. 30, 2018
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations and Held For Sale
DISCONTINUED OPERATIONS AND HELD FOR SALE
On June 14, 2018, we entered into a Stock Purchase Agreement with GI pursuant to which we agreed to sell the CBR business to GI for $530.0 million in cash plus cash acquired, subject to ordinary purchase price adjustments. Although we will be providing limited transitional services related to GI for certain agreed-upon sales and marketing, technology, human resources and finance functions for several months post-closing, we will not have further significant involvement in the operations of the CBR business following the close of the sale, which is expected to occur in mid-August 2018. Closing of the transaction is subject to, among other things, no material adverse events occurring prior to closing, delivery by us of certain property-related items, and other customary conditions.
The Company determined that the sale of CBR represents a strategic shift that will have a major effect on our business and therefore met the criteria for classification as discontinued operations at June 30, 2018. All historical operating results for CBR were reflected within discontinued operations in the condensed consolidated statements of operations for all periods presented. Further, all assets and liabilities associated with CBR were classified as assets and liabilities held for sale in our condensed consolidated balance sheets for the periods presented.
We determined that CBR meets the definition of a business and as a result, considered goodwill, allocated on a relative fair value basis, in the carrying value of CBR for purposes of estimating the gain or loss on disposal. We expect to recognize a gain on the sale of CBR upon closing.
Assets and liabilities held for sale were reflected separately in our condensed consolidated balance sheets and were comprised of the following as of June 30, 2018 and December 31, 2017 (in thousands):
 
June 30, 2018
 
December 31, 2017
Assets
 
 
 
Current assets:
 
 
 
Cash
$
59,554

 
$
29,259

Accounts receivable, net
10,558

 
12,042

Prepaid transaction costs
3,865

 

Inventories (raw materials)
2,268

 
2,913

Prepaid and other current assets
916

 
1,294

Total current assets held for sale
$
77,161

 
$
45,508

 
 
 
 
Property, plant and equipment, net
$
18,256

 
$
18,092

Intangible assets, net
321,841

 
328,991

Goodwill
216,971

 
216,971

Other long-term assets
2,071

 
496

Restricted cash
161

 
161

Total long-term assets held for sale
$
559,300

 
$
564,711

 
 
 
 
Liabilities
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
1,260

 
$
2,618

Accrued expenses
7,498

 
8,758

Deferred revenues, short term
44,204

 
42,494

Total current liabilities held for sale
$
52,962

 
$
53,870

 
 
 
 
Deferred revenues, long-term
29,823

 
24,387

Deferred tax liabilities
67,664

 
71,046

Other long-term liabilities
798

 
388

Total long-term liabilities held for sale
$
98,285

 
$
95,821

The results of operations of the CBR business were classified as discontinued operations for all periods presented in our condensed consolidated financial statements. The following is a summary of net income (loss) from discontinued operations for the three and six months ended June 30, 2018 and 2017:    
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Service revenues, net
$
30,085

 
$
28,023

 
$
59,054

 
$
54,955

Costs and expenses:
 
 
 
 
 
 
 
Cost of services
5,509

 
5,562

 
10,983

 
10,572

Selling, general and administrative expenses
17,531

 
22,088

 
35,150

 
43,889

Total costs and expenses
23,040

 
27,650

 
46,133

 
54,461

Operating income
7,045

 
373

 
12,921

 
494

Other income
113

 

 
115

 

Income from discontinued operations
7,158

 
373

 
13,036

 
494

Income tax expense
(1,422
)
 
(187
)
 
(3,444
)
 
(942
)
Net income (loss) from discontinued operations
$
5,736

 
$
186

 
$
9,592

 
$
(448
)


The following table summarizes significant cash activity of the CBR business that were included within the unaudited condensed consolidated statements of cash flows for the respective periods:
 
Six Months Ended June 30,
 
2018
 
2017
Net cash provided by operating activities
$
31,642

 
$
11,637

Net cash used in investing activities
(1,347
)
 
(1,131
)
Net increase in cash, cash equivalents and restricted cash
30,295

 
10,506

Cash, cash equivalents and restricted cash at beginning of period
29,419

 
52,116

Cash, cash equivalents and restricted cash at end of period
$
59,714

 
$
62,622