Business Combinations, Assets Held for Sale and Discontinued Operations

9 Months Ended

Sep. 30, 2020

Business Combinations Assets Held For Sale And Discontinued Operations Disclosure [Abstract]

Business Combinations, Assets Held for Sale and Discontinued Operations

6. Business Combinations, Assets Held for Sale and Discontinued Operations:

Business Combinations

During the nine months ended September 30, 2020, the Company completed the acquisition of one pediatric subspecialty practice for total consideration of $2.1 million, of which $1.9 million was paid in cash and $0.2 million was recorded as a contingent consideration liability. This acquisition expanded the Company’s national network of physician practices. In connection with this acquisition, the Company recorded non-deductible goodwill of $0.8 million and other intangible assets consisting primarily of physician and hospital agreements of $1.3 million.

Divestiture of the Radiology Services Medical Group

On September 9, 2020, the Company entered into a securities purchase agreement with Radiology Partners, Inc., pursuant to which Radiology Partners, Inc. will acquire the Company’s radiology services medical group for $885 million cash, subject to certain customary adjustments. This divestiture will allow the Company to focus solely on its Pediatrix and Obstetrix medical groups. The Company determined that the criterion to classify the radiology services medical group as assets held for sale within the Company’s Consolidated Balance Sheets effective September 30, 2020 were met. Accordingly, the assets and liabilities of the radiology services medical group were classified as current assets and current liabilities held for sale at September 30, 2020 as the Company expects to divest of the radiology services medical group within the next twelve months. The classification to assets held for sale impacted the net book value of the assets and liabilities expected to be transferred upon sale. The estimated fair value of the radiology services medical group was determined using the purchase price in the purchase agreement along with estimated broker, accounting, legal and other selling expenses. The Company deemed the carrying amount of other assets within the medical group, specifically accounts receivable and property and equipment, to represent fair value and therefore recorded a non-cash charge of $43.0 million against goodwill, which represented the difference between the estimated fair value of the radiology services medical group and the carrying amount of the net assets held for sale. Recognition of the charge against goodwill resulted in a tax benefit which

generated an additional $4.0 million deferred tax asset that increased the fair value of the medical group. An incremental non-cash charge is then required to reduce the radiology services medical group’s net assets to its previously determined fair value. Accordingly, the Company recorded the incremental non-cash charge of $4.0 million for a total non-cash charge of $47.0 million, reducing the goodwill balance of the radiology services medical group. Upon completion of the divestiture, the Company could record an additional gain or loss on disposal at the time final net proceeds are determined.

In addition, in accordance with accounting guidance for discontinued operations, the expected divestiture of the radiology services medical group was deemed to represent a fundamental strategic shift that will have a major effect on the Company’s operations, and accordingly, the operating results of the radiology services medical group were reported as discontinued operations in the Company’s Consolidated Statements of Income for the three and nine months ended September 30, 2020 with prior periods recast to conform with the current period presentation.

The following table represents the major classes of assets and liabilities of the radiology services medical group that are included as assets and liabilities held for sale in the accompanying Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (in thousands):

	September 30, 2020		December 31, 2019
Assets
Accounts receivable, net	$	54,284	$	64,603
Prepaid expenses and other current assets		9,819		9,744
Property and equipment, net		20,078		19,204
Operating leases right-of-use assets		14,165		15,008
Goodwill		640,818		685,170
Intangible assets, net		170,059		180,978
Deferred income tax assets		6,020		18,183
Other assets		36,305		40,724
	$	951,548	$	1,033,614
Liabilities
Accounts payable and accrued expenses	$	39,505	$	42,474
Operating and finance leases		13,619		14,355
Long-term professional liabilities		23,744		21,978
Other liabilities		1,844		81
	$	78,712	$	78,888

The following table summarizes the results of discontinued operations related to the radiology services medical group for the three and nine months ended September 30, 2020 and 2019 (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net revenue	$	125,765		$	125,650		$	340,133		$	366,678
Operating expenses:
Cost of service salaries and benefits		84,718			80,336			234,169			238,402
Cost of service supplies and other operating expenses		1,449			1,532			4,273			(1,468	)
General and administrative expenses		19,876			20,734			57,178			64,490
Depreciation and amortization		5,090			7,595			20,328			22,757
Transformational and restructuring related expenses		2,491			441			6,517			1,487
Goodwill impairment		46,963			117,924			46,963			117,924
Total operating expenses		160,587			228,562			369,428			443,592
Loss from operations		(34,822	)		(102,912	)		(29,295	)		(76,914	)
Non-operating income, net		1,369			2,059			3,035			4,768
Loss before income taxes		(33,453	)		(100,853	)		(26,260	)		(72,146	)
Income tax (provision) benefit		(62	)		3,907			(1,988	)		(3,687	)
Net loss	$	(33,515	)	$	(96,946	)	$	(28,248	)	$	(75,833	)

Divestiture of  the Anesthesiology Services Medical Group

On May 6, 2020, the Company entered into a securities purchase agreement with an affiliate of North American Partners in Anesthesia (“NAPA”) to divest the Company’s anesthesiology services medical group, and the transaction closed on May 6, 2020. Pursuant to the terms and conditions of the agreement, at the closing of the transaction, the Company received a cash payment of $50.0 million, subject to certain customary adjustments, as well as a contingent economic interest in NAPA with a value ranging from $0 to $250 million based upon the multiple of invested capital returned to NAPA’s owners upon exit of the investment. The Company will begin to receive a payment on its economic interest at an exit multiple of 2.0, with such payment reaching $250 million at an exit multiple of 5.0. In addition, the Company retained the accounts receivable of the anesthesiology services medical group, which net of various other working capital items, approximated $110.0 million at March 31, 2020.     The operating results of the anesthesiology services medical group service line were reported as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019.

A single anesthesiology practice was not included in the divestiture of the anesthesiology services medical group, and continues to operate as an affiliate of the Company. Its results of operations are reflected in the three months ended September 30, 2020 while the incremental loss on sale of the anesthesiology services medical group recorded during the three months ended September 30, 2020 reflects a true up of various divested account balances during the third quarter of 2020.

The total preliminary loss on sale of the anesthesiology services medical group recorded during the nine months ended September 30, 2020 was $648.7 million. Upon completion of a valuation for the contingent economic interest and working capital true-up, final net proceeds will be determined, and the Company will adjust the loss on sale at that time. In addition, as a result of the sale, the Company currently estimates that it will generate an approximately $1.68 billion capital loss carryforward that will expire in 2025. Based on management’s determination that it is more likely than not that the tax benefits related to this loss carryforward will not be realized, the Company has provided an approximately $419.0 million valuation allowance against this deferred tax asset as of September 30, 2020.

The following table summarizes the results of discontinued operations related to the anesthesiology services medical group for the three and nine months ended September 30, 2020 and 2019 (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2019			2020			2019
Net revenue	$	2,700		$	309,602		$	377,661		$	924,845
Operating expenses:
Cost of service salaries and benefits		2,746			250,157			351,408			746,237
Cost of service supplies and other operating expenses		38			2,837			5,254			9,537
General and administrative expenses		215			18,338			31,179			57,909
Depreciation and amortization		—			5,605			6,308			17,863
Transformational and restructuring related expenses		—			6,785			28,634			17,506
Goodwill impairment		—			1,331,291			—			1,331,291
Loss on sale, net		4,499			—			644,653			—
Total operating expenses		7,498			1,615,013			1,067,436			2,180,343
Loss from operations		(4,798	)		(1,305,411	)		(689,775	)		(1,255,498	)
Non-operating (expense) income, net		—			(17	)		51			(14	)
Loss before income taxes		(4,798	)		(1,305,428	)		(689,724	)		(1,255,512	)
Income tax benefit		100			129,241			5,661			115,987
Net loss	$	(4,698	)	$	(1,176,187	)	$	(684,063	)	$	(1,139,525	)

Divestiture of MedData

The Company divested of its management services organization, MedData, in October 2019. During the nine months ended September 30, 2020, the Company recorded a net incremental loss on the sale of MedData of $5.8 million, primarily for the finalization of certain transaction related expenses, a working capital true-up and incremental reserves related to indemnification matters, partially offset by the completion of its preliminary valuation for the contingent economic consideration. This incremental loss is reflected as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the nine months ended September 30, 2020. The operating results of MedData were reported as a component of discontinued operations, net of income taxes, in the Company’s Consolidated Statements of Income for the three and nine months ended September 30, 2019.