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Discontinued Operations
12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

NOTE 20. Discontinued Operations

Discontinued operations is a component of an entity that has either been disposed of or is deemed held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

During 2020, the Company implemented a plan to divest its California operations, which included the entirety of its Medicaid line of business, via three separate transactions with different parties. In August 2020, the Company disposed of its Southern California operations for a gross sales price of $2.5 million and recognized a gain on sale of $1.3 million. In October 2020, the Company disposed of its Fresno, California operations for a gross sales price of $26.0 million and recognized a gain on sale of approximately $19.1 million. The Company retained the working capital of both disposal groups and therefore such working capital accounts are not presented as assets and liabilities related to discontinued operations in the consolidated balance sheets. In December 2020, the Company signed a definitive agreement to sell its remaining California operations for a gross sales price of $1.0 million. The sale closed in February 2021.

The Company’s decision to exit California and the Medicaid line of business represents a strategic shift that will have a major effect on its operations and financial results. As such, the Company’s California operations are reflected in the consolidated financial statements as discontinued operations. Net income (loss) from discontinued operations for the year ended December 31, 2020 includes $3.7 million of severance related to the sale of the Company’s California operations.

 

The results of discontinued operations are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Revenues:

 

 

 

 

 

 

 

 

 

Medical services revenue

 

$

511

 

 

$

6,408

 

 

$

155,108

 

Other operating revenue

 

 

14

 

 

 

36

 

 

 

188

 

Total revenues

 

 

525

 

 

 

6,444

 

 

 

155,296

 

Expenses:

 

 

 

 

 

 

 

 

 

Medical services expense

 

 

34

 

 

 

(865

)

 

 

84,189

 

Other medical expenses

 

 

 

 

 

2,739

 

 

 

57,546

 

General and administrative

 

 

 

 

 

5,919

 

 

 

30,341

 

Depreciation and amortization

 

 

 

 

 

126

 

 

 

568

 

Income (loss) from operations

 

 

491

 

 

 

(1,475

)

 

 

(17,348

)

Other income (expense), net

 

 

 

 

 

(1,851

)

 

 

(2,351

)

Gain (loss) on sales of assets, net

 

 

 

 

 

473

 

 

 

20,401

 

Interest expense

 

 

 

 

 

(137

)

 

 

(350

)

Income (loss) before income taxes and noncontrolling interests

 

 

491

 

 

 

(2,990

)

 

 

352

 

Income tax benefit (expense)

 

 

(26

)

 

 

1,687

 

 

 

2,804

 

Net income (loss) from discontinued operations
  attributable to common shares

 

$

465

 

 

$

(1,303

)

 

$

3,156

 

 

The following table provides significant non-cash operating items for discontinued operations that are included in the consolidated statements of cash flows (in thousands):

 

 

 

Year Ended December 31,

 

 

2021

 

 

2020

 

 

Non-cash operating activities from discontinued operations:

 

 

 

 

 

 

 

Depreciation and amortization

 

$

126

 

 

$

568

 

 

Stock-based compensation expense

 

 

 

 

 

217

 

 

Deferred income taxes and uncertain tax positions

 

 

(1,697

)

 

 

(2,809

)

 

Release of indemnification assets

 

 

1,705

 

 

 

3,475

 

 

Other non-cash items

 

 

 

 

 

(1,212

)

 

There were no non-cash operating activities from discontinued operations for the year ended December 31, 2022.

Indemnification Assets

Indemnification assets have been established to offset certain pre-closing liabilities for which the prior owners of some of the Company’s California subsidiaries are obligated to indemnify the Company. The Company deems the amounts receivable under the indemnification agreements to be fully collectible should indemnification claims arise and, as such, a valuation allowance is not deemed necessary. During the years ended December 31, 2021 and 2020, the Company released $1.7 million, and $2.8 million, respectively, of indemnification assets in discontinued operations in the consolidated statements of operations as the corresponding pre-closing liabilities were released as a result of closing certain tax years (see below). No amounts were released during 2022.

Unrecognized Tax Benefits

As of December 31, 2022 and 2021, the Company has recorded a liability for unrecognized tax benefits of $1.6 million and $2.1 million, respectively, inclusive of accrued interest and penalties on unrecognized tax benefits. The liability, if reversed, would result in a tax benefit attributable to discontinued operations. During the year ended December 31, 2021, due to expiration of the 2016 U.S. federal statute of limitations, the Company reversed $5.6 million of tax liability, $1.1 million of accrued interest and $1.1 million of accrued penalties on unrecognized tax benefits and realized a tax benefit of $1.8 million attributable to discontinued operations.