ASSET GROUP HELD FOR SALE

On August 3, 2017, the Company and Eat24 entered into a Unit Purchase Agreement (the "Purchase Agreement") with Grubhub Inc. ("Grubhub") and Grubhub Holdings, Inc. ("Purchaser"), a wholly owned subsidiary of Grubhub. Pursuant to the Purchase Agreement, the Purchaser agreed to acquire all of the outstanding equity interests in Eat24 from the Company for $287.5 million in cash upon the terms and subject to the conditions set forth in the Purchase Agreement (the "Disposition"). The Company also agreed to transfer certain assets to Eat24 immediately prior to the closing of the Disposition, consisting of assets that are material to or necessary for the operation of Eat24 that were not then owned by Eat24. As a result, the assets and liabilities of Eat24 — including the assets to be transferred to Eat24 immediately prior to closing — were classified as held for sale in the three months ended September 30, 2017, and are separately identified on the condensed consolidated balance sheet as of September 30, 2017. No impairment charges were recorded as a result of this accounting treatment.

The Disposition was completed on October 10, 2017 (see Note 19). Because the Disposition had not yet been consummated as of September 30, 2017, the condensed consolidated statements of operations for the three and nine months ended September 30, 2017 include revenue and expenses attributable to Eat24 and do not include any gain or loss associated with the Disposition. Losses before provision for income taxes attributable to Eat24 for the three and nine months ended September 30, 2017 and 2016 are as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Loss before provision for income taxes	$	(2,656	)	$	(1,292	)	$	(11,037	)	$	(2,783	)

The condensed consolidated balance sheet as of September 30, 2017 includes the following Eat24 assets and liabilities (in thousands):




	September 30, 2017
Assets held for sale
Accounts receivable, net	$	5,319
Prepaid expenses and other current assets	749
Property and equipment, net	656
Goodwill	110,768
Intangible assets, net	26,381
Total assets held for sale	$	143,873
Liabilities held for sale
Accounts payable – trade	$	1,016
Accounts payable – merchant share	18,845
Accrued liabilities	5,309
Total liabilities held for sale	$	25,170