Discontinued Operations

12 Months Ended

Dec. 31, 2012

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

DirectStar

In May 2012, Red Ventures exercised its option to acquire from the Company all of the issued and outstanding equity interests in DirectStar, which provides marketing and sales services on behalf of DIRECTV®. The sale of DirectStar to Red Ventures was consummated in June 2012. The Company sold DirectStar for a net sale price of $98.9 million in cash. The DirectStar Business is presented as a discontinued operation in the Company’s consolidated financial statements for all periods presented.

The following is a summary of assets and liabilities associated with the DirectStar Business as of the dates indicated (in millions):

	May 31, 2012		December 31, 2011
Assets:
Current assets	$	12.0	$	9.8
Property and equipment, net	1.2		1.4
Goodwill and other intangible assets, net	104.0		101.2
Assets of discontinued operations	$	117.2	$	112.4
Liabilities:
Accounts payable and accrued expenses	$	10.6	$	9.6
Other current liabilities, including accrued earn-outs	7.4		10.6
Liabilities of discontinued operations	$	18.0	$	20.2

Results from discontinued operations associated with the DirectStar Business for the periods indicated were as follows (in millions):

	For the Years Ended December 31,
	2012			2011			2010
Revenue	$	60.2		$	148.5		$	143.3
Income from operations before provision for income taxes	6.2			22.1			42.9
Loss on disposal before provision for income taxes	(0.2		)	—			—
Provision for income taxes	$	(2.3	)	$	(8.4	)	$	(16.3	)
Net income from discontinued operations	$	3.7		$	13.7		$	26.6

Globetec

In September 2012, the Company's board of directors voted to approve a plan of sale for its Globetec business. The decision to sell was made after evaluation of, among other things, short and long-term prospects of the Globetec operation. Accordingly, Globetec's projects and assets are reflected as assets and liabilities of discontinued operations in the consolidated balance sheets for all periods presented, and Globetec's results of operations are presented as discontinued operations in the consolidated statements of operations for all periods presented.

As of December 31, 2012, the carrying value of the subject net assets held-for-sale was $21.7 million. This amount is comprised of total assets of $26.3 million and total liabilities of $4.6 million. For the year ended December 31, 2012, the Company recognized impairment charges of approximately $6.4 million pertaining to goodwill associated with the Globetec operation. In addition, the Company recognized additional estimated losses on disposal of approximately $6.3 million in connection with its decision to sell of the Globetec operation. This estimate was based on an evaluation of, among other things, the expected cash flows from the operation of the projects of the Globetec business, as well as the estimated net realizable value of the assets to be sold.

Management is currently in discussions with at least one potential buyer and is discussing a selling price which considers the Company's view of the estimated fair value of the net assets that have been classified as held-for-sale as of December 31, 2012. The Company's estimates are subject to change in the future. If the Company is not able to sell these projects and assets at the currently estimated selling price, the Company may incur additional losses in the future.

The following is a summary of assets and liabilities associated with the Globetec operation as of the dates as indicated (in millions):

	December 31, 2012		December 31, 2011
Assets:
Current assets	$	18.6	$	20.8
Property and equipment, net	2.0		2.2
Goodwill and other intangible assets, net	—		6.4
Other long-term assets	5.7		10.5
Assets of discontinued operations	$	26.3	$	39.9
Liabilities:
Accounts payable and accrued expenses	$	0.9	$	6.1
Other current liabilities	3.7		3.0
Liabilities of discontinued operations	$	4.6	$	9.1

Results from discontinued operations associated with Globetec for the periods indicated were as follows (in millions):

	For the Years Ended December 31,
	2012			2011			2010
Revenue	$	18.8		$	29.2		$	21.7
Loss from operations before benefit from income taxes	(7.0		)	(7.4		)	(3.0		)
Impairment of assets, disposal group, before benefit from income taxes	(12.7		)	—			—
Benefit from income taxes	$	6.8		$	2.2		$	0.7
Net loss from discontinued operations	$	(12.9	)	$	(5.2	)	$	(2.3	)

Included within the above results from discontinued operations for the DirectStar Business and Globetec are $0.6 million, $1.1 million and $0.9 million of depreciation and amortization for the years ended December 31, 2012, 2011, and 2010, respectively.