Discontinued Operations and Divestitures
|9 Months Ended|
Sep. 30, 2011
|Discontinued Operations [Abstract]|
Our discontinued operations consist of our PFFL, PFSG, and PFO facilities which met the held for sale criteria under ASC 360, “Property, Plant, and Equipment” on October 6, 2010, as previously discussed. Our discontinued operations also encompass our Perma-Fix of Maryland, Inc. (“PFMD”), Perma-Fix of Dayton, Inc. (“PFD”), and Perma-Fix Treatment Services, Inc. (“PFTS”) facilities within our Industrial Segment, which we completed the sale of substantially all of the assets on January 8, 2008, March 14, 2008, and May 30, 2008, respectively. Our discontinued operations also includes three previously shut down locations, Perma-Fix of Pittsburgh, Inc. (“PFP”), Perma-Fix of Michigan, Inc. (“PFMI”), and Perma-Fix of Memphis, Inc. (“PFM”), which were approved as discontinued operations by our Board of Directors effective November 8, 2005, October 4, 2004, and March 12, 1998, respectively.
On August 12, 2011, we completed the sale of our wholly-owned subsidiary, PFFL, pursuant to the terms of a Stock Purchase Agreement, dated June 13, 2011. In consideration for the sale of 100% of the capital stock of PFFL, the buyer paid us $5,500,000 in cash at closing. The cash consideration is subject to certain working capital adjustments within one hundred twenty days after closing. The proceeds received were used to pay down our revolver and used for working capital with the remaining excess funds swept into a money market account. As of September 30, 2011, expenses related to the sale of PFFL totaled approximately $160,000, of which $130,000 has been paid. In the quarter ended September 30, 2011, the gain on the sale of PFFL totaled approximately $1,777,000, which is net of taxes of $812,000. The gain is recorded separately on the Consolidated Statement of Operations as “Gain on disposal of discontinued operations, net of taxes”.
On August 12, 2011, we entered into an Asset Purchase Agreement to sell substantially all of the assets of PFO for approximately $2,000,000 in cash, subject to certain working capital adjustments after closing, and the assumption of certain liabilities by the buyer. See “Note 12 - Subsequent Events – Divestiture of Perma-Fix of Orlando, Inc.” for the completed sale of PFO on October 14, 2011. We continue to market our PFSG facility for sale.
As required by ASC 360 and ASC 350, “Intangibles – Goodwill and Other”, based on our internal financial valuations, we concluded that no tangible asset impairments and goodwill or other intangible asset impairments existed for PFO and PFSG as of September 30, 2011.
The following table summarizes the results of discontinued operations for the three and nine months ended September 30, 2011 and 2010. The operating results of discontinued operations are included in our Consolidated Statements of Operations as part of our “(Loss) income from discontinued operations, net of taxes”. The gain on disposal of discontinued operations, net of taxes, is reported separately on our Consolidated Statements of Operations as “Gain on disposal of discontinued operations, net of taxes”.
(1) Net of tax benefit of $101,000 and tax benefit of $4,000 for the three and nine months ended September 30, 2011, respectively, and net of tax benefit of $25,000 and tax benefit of $177,000 for the corresponding periods of 2010.
(2) Net of taxes of $812,000 for each of the three and nine months ended September 30, 2011, respectively.
Assets and liabilities related to discontinued operations total $4,196,000 and $4,381,000 as of September 30, 2011, respectively and $7,433,000 and $5,747,000 as of December 31, 2010, respectively.
The following table presents the Industrial Segment's major classes of assets and liabilities of discontinued operations that are classified as held for sale as of September 30, 2011 and December 31, 2010. The held for sale assets and liabilities may differ at the closing of a sale transaction from the reported balances as of September 30, 2011:
(1) net of allowance for doubtful accounts of $43,000 and $97,000 as of September 30, 2011 and December 31, 2010, respectively.
(2) net of accumulated depreciation of $216,000 and $755,000 as of September 30, 2011 and December 31, 2010, respectively.
The following table presents the Industrial Segment's major classes of assets and liabilities of discontinued operations that are not held for sale as of September 30, 2011 and December 31, 2010:
The environmental liabilities for our discontinued operations consist of remediation projects currently in progress at PFMI, PFM, PFD, and PFSG. These remediation projects principally entail the removal/remediation of contaminated soil, and in some cases, the remediation of surrounding ground water. All of the remedial clean-up projects were an issue for years prior to our acquisition of the facility and were recognized pursuant to a business combination and recorded as part of the purchase price allocation to assets acquired and liabilities assumed. The environmental liability for PFD was retained by the Company upon the sale of PFD in March 2008 and pertains to the remediation of a leased property which was separate and apart from the property on which PFD's facility was located. The net decrease in environmental liabilities of approximately $107,000 from the December 31, 2010 balance of $2,256,000 represents payment on remediation projects of $320,000 and increases to the reserve of $50,000 and $163,000 at PFMI and PFM, respectively, made in the second quarter of 2011 due to reassessment of our remediation reserves.
“Accrued expenses and other liabilities” (not held for sale) for our discontinued operations include a pension payable at PFMI of $574,000 as of September 30, 2011. The pension plan withdrawal liability is a result of the termination of the union employees of PFMI. The PFMI union employees participated in the Central States Teamsters Pension Fund ("CST"), which provides that a partial or full termination of union employees may result in a withdrawal liability, due from PFMI to CST. The recorded liability is based upon a demand letter received from CST in August 2005 that provided for the payment of $22,000 per month over an eight year period. This obligation is recorded as a long-term liability, with a current portion of $215,000 that we expect to pay over the next year.
The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).
Reference 1: http://www.xbrl.org/2003/role/presentationRef