Note 2 - Discontinued Operations

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

2. DISCONTINUED OPERATIONS

As of June 30, 2020, our previously identified Factoring reportable segment was classified as discontinued operations as it: (i) was a component of the entity, (ii) met the criteria as held for sale, and (iii) had a material effect on the Company's operations and financial results. On July 8, 2020, we closed on the disposition of substantially all of the operations and assets of TFS, which included substantially all of the assets and operations of our Factoring reportable segment. The sale consisted primarily of $103.3 million of net accounts receivable, which included $108.7 million of gross accounts receivable, less advances and rebates of $5.4 million.

We have reflected the former Factoring reportable segment as discontinued operations in the consolidated statements of operations for all periods presented. Prior periods have been adjusted to confirm to the current presentation.

The following table summarizes the results of our discontinued operations for the twelve months ended December 31, 2020, 2019, and 2018:

(in thousands)	Twelve months ended December 31,
	2020			2019		2018
Total revenue	$	5,397		$	9,140	$	5,038
Operating expenses		1,149			1,876		1,467
Gain on disposal		(3,720	)		-		-
Loss contingency		44,151			-		-
Operating (loss) income		(36,183	)		7,264		3,571
Interest expense		1,950			2,892		1,363
(Loss) income before income taxes		(38,133	)		4,372		2,208
Income tax (benefit) expense		(9,535	)		1,114		565
Net (loss) income from discontinued operations, net of tax	$	(28,598	)	$	3,258	$	1,643

As of December 31, 2020, we had a contingent liability due to Triumph recorded in other long-term liabilities from discontinued operations on our consolidated balance sheet of $44.2 million. Based on the terms of the amended purchase agreement, as described in Note 1, we estimate our possible indemnification exposure to be from $44.2 million to $45.0 million.

Interest expense not directly attributable to or related to other operations has been allocated to discontinued operations in a manner consistent with debt needed to finance the net average funds employed by the Factoring reportable segment, multiplied by the company's weighted average interest rate.

The following table summarizes the major classes of assets and liabilities included as discontinued operations as of December 31, 2020 and 2019:

(in thousands)	December 31, 2020		December 31, 2019
Current assets:
Accounts receivable, net of allowance of $0 in 2020 and $408 in 2019	$	-	$	86,620
Current assets of discontinued operations		-		86,620
Noncurrent deferred tax asset		9,535		-
Noncurrent assets from discontinued operations		9,535		-
Total assets from discontinued operations	$	9,535	$	86,620
Current liabilities:
Accounts payable	$	816	$	6,245
Current liabilities of discontinued operations		816		6,245
Contingent liabilities		44,151		-
Total liabilities	$	44,967	$	6,245

The net cash flows for operating activities related to discontinued operations provided $11.7 million and used $28.1 million and $17.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. There were $108.4 million investing and no financing cash flows related to discontinued operations for the year ended December 31, 2020 and no investing or financing cash flows related to discontinued operations for the same 2019 and 2018 periods.

The following unaudited summary information is presented on a consolidated pro forma basis as if the Factoring assets were sold as of January 1, 2018:

(in thousands)	Twelve months ended December 31,
	2020			2019		2018
Total revenue	$	838,561		$	885,387	$	880,417
(Loss) income from continuing operations		(14,120	)		5,219		40,860
(Loss) income per basic share from continuing operations	$	(0.81	)	$	0.28	$	2.23
(Loss) income per diluted share from continuing operations	$	(0.81	)	$	0.28	$	2.21

Refer to Note 1, "Significant Accounting Policies" of the accompanying consolidated financial statements for further information about the amended TFS purchase agreement.