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DISCONTINUED OPERATIONS
12 Months Ended
Dec. 31, 2019
DISCONTINUED OPERATIONS  
DISCONTINUED OPERATIONS

6. DISCONTINUED OPERATIONS

Effective April 12, 2019, the Company entered into a definitive agreement to sell its Epsilon segment to Publicis Groupe S.A. for $4.4 billion in cash, subject to certain specified adjustments. Beginning in the first quarter of 2019, Epsilon met the criteria set forth in ASC 205-20, “Presentation of Financial Statements — Discontinued Operations.”

The sale of Epsilon was completed on July 1, 2019, and the pre-tax gain is shown in the table below.

    

July 1,

    

2019

(in millions)

Consideration received (1)

$

4,451.9

Net carrying value of assets and liabilities (including other comprehensive income)

 

3,939.7

Pre-tax gain on deconsolidation

$

512.2

(1)Consideration as defined included cash associated with the sold Epsilon entities, which was $42.2 million.

The Company recorded transaction costs of approximately $79.0 million for the year ended December 31, 2019 and recorded an after-tax loss on sale of $252.1 million, which is included in loss from discontinued operations, net of taxes. Following the sale of Epsilon, Card Services has continued its existing contractual relationships with Epsilon for digital marketing services.

The following table summarizes the results of discontinued operations for the periods presented:

Years Ended December 31,

    

2019

    

2018

2017

(in millions)

Revenue

$

999.6

$

2,175.1

$

2,272.1

Cost of operations (exclusive of depreciation and amortization disclosed separately below)

993.9

1,744.4

1,834.8

Depreciation and other amortization

29.7

115.4

109.4

Amortization of purchased intangibles

43.5

178.3

200.3

Interest expense (1)

64.1

128.3

109.0

Gain on sale of Epsilon

(512.2)

Income before provision (benefit) from income taxes

380.6

8.7

18.6

Provision (benefit) for income taxes

675.2

(8.9)

(0.9)

(Loss) income from discontinued operations, net of taxes (2)

$

(294.6)

$

17.6

$

19.5

(1)The Company’s credit agreement, as amended, provided that upon consummation of the sale of Epsilon, a mandatory payment of $500.0 million of the revolving credit facility was required and all of the Company’s outstanding senior notes were required to be redeemed. As such, interest expense has been allocated to discontinued operations on the basis of the Company’s $500.0 million mandatory repayment of its revolving line of credit and redemption of its $1.9 billion in senior notes outstanding.
(2)Reflects the results of operations of the Company’s former Epsilon segment, direct costs identifiable to the Epsilon segment including a loss contingency associated with indemnification issues with the purchaser as described in Note 18, “Commitments and Contingencies,” and the allocation of interest expense on corporate debt.

The following table summarizes the assets and liabilities of discontinued operations at December 31, 2018:

    

December 31, 

    

2018

(in millions)

Assets:

Cash and cash equivalents

$

45.7

Accounts receivable, net

519.9

Other current assets

56.6

Property and equipment, net

306.9

Intangible assets, net

322.3

Goodwill

2,886.2

Other assets

19.8

Total assets of discontinued operations

$

4,157.4

Liabilities:

Accounts payable

$

72.2

Accrued expenses

98.8

Other current liabilities

52.5

Other liabilities

36.9

Total liabilities of discontinued operations

$

260.4

Depreciation and amortization and capital expenditures from discontinued operations for the periods presented are as follows:

Years Ended December 31,

    

2019

    

2018

2017

(in millions)

Depreciation and amortization

$

73.2

$

293.7

$

309.7

Capital expenditures

$

55.8

$

106.5

$

107.2