Gain on sale of businesses

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure

Gain on Sale of Businesses

Germany and Spain

On July 1, 2020, we sold certain of our business operations, primarily conducted in Germany and Spain, to affiliates of CompuGroup Medical SE & Co. KGaA ("CGM"), as a part of our portfolio management strategy. Such operations included the associates, intellectual property, client contracts, other assets, and liabilities related to our medico®, Selene®, Soarian Health Archive®, and Soarian® Integrated Care solution offerings. We received a sale price of $230 million, which is subject to post-closing adjustments for working capital and certain other adjustments.

The following table presents a reconciliation of the sale price to the net gain recognized on the disposed business operations which is included in "Gain on sale of businesses" in our consolidated statements of operations:

(In thousands)
Sale price	$	230,316
Net assets/liabilities removed	(7,934)
Transaction expenses	(5,583)
Foreign currency	1,550
Gain on sale of businesses	$	218,349

The following table presents a reconciliation of the sale price to the cash proceeds received from CGM which are included in "Sale of businesses" in our consolidated statements of cash flows:

(In thousands)
Sale price	$	230,316
Receivable due from CGM	(4,049)
VAT and other transaction taxes, net	(2,142)
Foreign currency	356
Cash received from sale of businesses	$	224,481

Amounts included in our consolidated balance sheets related to the disposed business operations immediately prior to the sale on July 1, 2020 were as follows:

(In thousands)	Asset/(Liability)
Receivables, net	$	8,646
Inventory	65
Prepaid expenses and other	5,993
Property and equipment, net	340
Right-of-use assets	554
Software development costs, net	5,532
Goodwill	7,692
Intangible assets, net	3,687
Accounts payable	(2,763)
Deferred revenue	(16,756)
Accrued payroll and tax withholdings	(4,545)
Other current liabilities	(511)
Net assets/(liabilities)	$	7,934

Revenue Cycle Outsourcing

On August 3, 2020, we sold certain of our revenue cycle outsourcing business operations to affiliates of R1 RCM Inc., as a part of our portfolio management strategy. Such operations included the associates, client contracts, certain other assets, and certain liabilities related to our commercial revenue cycle outsourcing services business. A net gain of $2 million was recognized on the disposed business operations and is included in "Gain on sale of businesses" in our consolidated statements of operations. Amounts included in our consolidated balance sheets related to the disposed business operations immediately prior to the sale on August 3, 2020 were not material to our consolidated financial statements.