Divestitures & Assets Held for Sale (Notes)

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

Divestitures & Assets Held for Sale

Divestitures & Assets Held for Sale

Business Held for Sale

As of December 31, 2020, we are in the process of selling a business outside of our focus industries and as a result we have classified all of this business' assets and liabilities to held for sale. The sale is expected to occur within 12 months. The assets held for sale are primarily composed of $35.9 million of goodwill, $2.9 million of unbilled revenue, and $3.4 million of accounts receivables. The liabilities held for sale are primarily composed of $5.1 million of deferred revenue and $0.7 million of accounts payable and accrued expense. This business is part of the North America segment.

Sale of Tuition Program Management Business

On October 1, 2019, we sold our Tuition Program Management Business pursuant to an Asset Purchase Agreement with Bright Horizons Children's Centers LLC (the "buyer"). The purchase price was $20.0 million which was paid on closing, other than $1.5 million which was held in escrow to secure possible indemnification claims pursuant to the terms of an escrow agreement which was received in full on October 9, 2020. An additional $0.1 million was paid to the buyer in January 2020 based on the final calculation of assumed liabilities as defined in the asset purchase agreement. We recognized a pre-tax gain of $12.1 million, net of $0.1 million of direct selling costs, on the sale of the business. The gain recorded represents the difference between the purchase price and the carrying value of the business, which primarily included goodwill of $7.7 million. The Tuition Program Management Business was part of the North America segment.

Sale of Alternative Fuels Division

Effective January 1, 2020, we sold our Alternative Fuels Division pursuant to an Asset Purchase Agreement with Cryogenic Industries, LLC. The upfront cash purchase price was $4.8 million, which consisted of an advance payment of $1.5 million received on December 31, 2019 and $3.5 million received on January 2, 2020, offset by a $0.2 million cash payment to the buyer in March 2020 in settlement of the final net working capital as defined in the asset purchase agreement. In addition, up to $0.5 million of the purchase price is subject to the achievement of certain milestones under an assigned contract through the period December 31, 2021. We recognized a pre-tax gain of $1.1 million, net of $1.3 million direct selling costs, on the sale of the business. The gain represents the difference between the purchase price and the carrying value of the business, which primarily included net working capital of $0.1 million and goodwill of $2.6 million. The Alternative Fuels Division was part of the North America segment.

Sale of IC Axon Division

Effective October 1, 2020, we sold our IC Axon Division pursuant to a Stock Purchase Agreement with CM Canada Acquisitions, Inc., a wholly-owned subsidiary of ClinicalMind, LLC. The upfront cash purchase price was $28.0 million, of which $1.5 million was placed in escrow for 12 months, subject to an adjustment to the buyer in settlement of the final net working capital as defined in the Stock Purchase Agreement. We recognized a pre-tax gain of $5.0 million, net of $0.3 million of direct selling costs, on the sale of the business. The gain represent the difference between the purchase price and the carrying value of the business, which was primarily $14.2 million of goodwill, $7.0 million of intangibles, $2.8 million of account receivables offset by liabilities of $1.9 million of deferred taxes. The IC Axon Division was part of the North America segment.