Note 4 - Discontinued Operations

9 Months Ended

Sep. 30, 2021

Notes to Financial Statements

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

Note 4. Discontinued Operations

As of June 30, 2020, our former 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 condensed consolidated statements of operations for all periods presented. Prior periods have been adjusted to conform to the current presentation.

The following table summarizes the results of our discontinued operations for the three and nine months ended September 30, 2021 and 2020:

(in thousands)	Three Months Ended September 30,					Nine Months Ended September 30,
	2021		2020			2021			2020
Total revenue	$	-	$	142		$	-		$	5,397
Operating expenses		-		(3,601	)		25			(2,571	)
Operating income		-		3,743			(25	)		7,968
Reversal of contingent loss liability		-		-			(3,412	)		-
Interest expense		-		-			-			1,948
Income before income taxes		-		3,743			3,387			6,020
Income tax (benefit) expense		-		955			847			1,535
Income from discontinued operations, net of tax	$	-	$	2,788		$	2,540		$	4,485

Operating income for the nine months ended September 30, 2021 relates to the gain on the reversal of our contingent loss liability in the amount of $3.4 million. Reversal of contingent liability for the nine months ended  September 30, 2021 relates to the reduced exposure of future indemnification by the Company to Triumph, as a result of the collection of covered receivables identified in the amended purchase agreement, as described in Note 1.

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  September 30, 2021 and December 31, 2020:

(in thousands)	September 30, 2021		December 31, 2020
Noncurrent deferred tax asset	$	1,275	$	9,535
Noncurrent assets from discontinued operations		1,275		9,535
Total assets from discontinued operations	$	1,275	$	9,535
Liabilities:
Accounts payable	$	-	$	816
Current liabilities of discontinued operations		-		816
Long-term contingent loss liability		5,100		44,151
Long-term liabilities of discontinued operations		5,100		44,151
Total liabilities from discontinued operations	$	5,100	$	44,967

 

There were no net cash flows related to discontinued operations for the nine months ended September 30, 2021. For the nine months ended September 30, 2020, discontinued operations used $10.0 million of net cash flows from operating activities, and there were no related investing or financing cash flows.

The following unaudited summary information is presented on a consolidated pro forma basis as if the Factoring assets were sold as of January 1, 2020.

(in thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Total revenue	$	274,561	$	210,830	$	751,775	$	613,333
Income (loss) from continuing operations		16,442		4,713		40,459		(21,540	)
Income (loss) per basic share from continuing operations	$	0.98	$	0.28	$	2.40	$	(1.24	)
Income (loss) per diluted share from continuing operations	$	0.97	$	0.27	$	2.37	$	(1.24	)

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