XML 48 R31.htm IDEA: XBRL DOCUMENT v3.22.0.1
Discontinued Operations (Tables)
12 Months Ended
Dec. 31, 2021
Discontinued Operations And Disposal Groups [Abstract]  
Summary of Financial Results Included in Income (Loss) from Discontinued Operations

The following table presents financial results of the Nutrition business included in “loss from discontinued operations" for the years ended December 31, 2021, 2020 and 2019.

 

 

 

Year Ended December 31

 

(In thousands)

 

2021

 

 

2020 (1)

 

 

2019 (2)

 

Revenues

 

$

 

 

$

617,191

 

 

$

498,091

 

Cost of revenues

 

 

 

 

 

291,097

 

 

 

232,240

 

Marketing expenses

 

 

 

 

 

196,952

 

 

 

140,286

 

Selling, general and administrative expenses (3)

 

 

3,210

 

 

 

59,093

 

 

 

56,840

 

Depreciation and amortization

 

 

 

 

 

35,957

 

 

 

43,638

 

Impairment loss

 

 

 

 

 

199,500

 

 

 

377,100

 

Restructuring and related charges

 

 

 

 

 

472

 

 

 

5,143

 

Interest expense (4)

 

 

 

 

 

36,798

 

 

 

34,763

 

Pretax loss from discontinued operations

 

 

(3,210

)

 

 

(202,678

)

 

 

(391,919

)

Loss on de-designation of cash flow hedges (5)

 

 

 

 

 

(14,336

)

 

 

 

Write-off of deferred loan costs and debt discount (4)

 

 

 

 

 

(8,946

)

 

 

 

Loss on sale of Nutrition business (6)

 

 

(96

)

 

 

(101,391

)

 

 

 

Total pretax loss from discontinued operations

 

$

(3,306

)

 

$

(327,351

)

 

$

(391,919

)

Income tax benefit

 

 

(844

)

 

 

(46,851

)

 

 

(59,881

)

Loss from discontinued operations, net of income tax benefit

 

$

(2,462

)

 

$

(280,500

)

 

$

(332,038

)

 

 

 

(1)

Results include the period from January 1, 2020 through December 8, 2020.

 

 

(2)

Results include the period from March 8, 2019 (the date of acquisition) through December 31, 2019.

 

 

(3)

For the year ended December 31, 2021, expenses from discontinued operations primarily relate to legal and other professional fees.

 

 

(4)

The term loans under our Prior Credit Agreement (as defined in Note 10) were originated with the purchase of Nutrisystem on March 8, 2019. Following the disposition of Nutrisystem, we repaid $519.0 million of principal on the Term Loans under the terms of the Prior Credit Agreement. In conjunction with the partial debt prepayment, we wrote off a portion of the related deferred loan costs and original issue discount. We allocated interest expense to discontinued operations based on the interest expense incurred from March 8, 2019 through December 8, 2020 related to $519.0 million of term loan debt, using our historical interest rates.   

 

 

(5)

Represents loss recognized in the fourth quarter of 2020 in connection with the de-designation of cash flow hedging on interest rate swaps (see Note 14).

 

 

(6)

For the year ended December 31, 2020, the loss on sale of business consists of impairment losses of $90.2 million related to Nutrisystem goodwill (see Note 13), which includes post-closing adjustments related to final

 

settlement, and $11.2 million of transaction costs directly related to the disposition of Nutrisystem. During the year ended December 31, 2021, an additional loss of $0.1 million was recognized upon final settlement of the post-closing working capital adjustment.

 

Summary of Depreciation, Amortization and Significant Operating and Investing Non-cash Items of the Discontinued Operations

The depreciation, amortization and significant operating and investing non-cash items of the discontinued operations were as follows:

 

 

 

Year Ended December 31

 

(In thousands)

 

2021

 

 

2020

 

 

2019

 

Impairment of goodwill and intangible assets

 

$

 

 

$

199,500

 

 

$

377,100

 

Loss on sale of business

 

 

 

 

 

90,163

 

 

 

 

Depreciation and amortization

 

 

 

 

 

35,957

 

 

 

43,638

 

Loss on de-designation of cash flow hedges

 

 

 

 

 

14,336

 

 

 

 

Write-off of deferred loan costs and debt discount (1)

 

 

 

 

 

8,946

 

 

 

 

Capital expenditures on discontinued operations

 

 

 

 

 

6,794

 

 

 

10,168

 

Share-based compensation on discontinued operations

 

 

 

 

 

4,351

 

 

 

13,230

 

Deferred income taxes

 

 

(844

)

 

 

(54,561

)

 

 

(68,488

)

 

 

(1)

Reflected on the consolidated statement of cash flows in the line items “Amortization and write-off of deferred loan costs” and “Amortization and write-off of debt discount”.