| Business Acquisition |
NOTE 3
BUSINESS ACQUISITION
As previously reported, on October 31, 2011 ("Closing Date"), we completed the acquisition of all of the issued and outstanding shares of capital stock of Safety and Ecology Holdings Corporation ("SEHC") and its subsidiaries, Safety & Ecology Corporation ("Safety & Ecology"), SEC Federal Services Corporation, Safety and Ecology Corporation Limited (now known as Perma-Fix UK Limited – a United Kingdom operation) and SEC Radcon Alliance, LLC ("SECRA", which we own 75%), (collectively, "SEC") pursuant to that certain Stock Purchase Agreement, dated July 15, 2011 ("Purchase Agreement"), between the Company, Homeland Capital Security Corporation (now known as Timios National Corporation - "TNC") and SEHC (collectively known as the "Parties). We acquired SEC for a total consideration of approximately $16,655,000, determined based on the following discussion:
|
(i) |
cash consideration of approximately $14,885,000, after certain working capital closing adjustments. This cash consideration was reduced by approximately $1,000,000 total consideration for our Common Stock purchased from us by certain security holders of TNC (see Note 15 - "Related Party Transactions – Christopher Leichtweis" for further detail of this Common Stock purchase by certain security holders of TNC, including Mr. Leichtweis, who is a senior vice president and President of SEC of the Company); |
|
(ii) |
$2,500,000 unsecured, non-negotiable promissory note (the "October Note"), bearing an annual rate of interest of 6%, payable in 36 monthly installments, which October Note provides that we have the right to prepay such at any time without interest or penalty. We prepaid $500,000 of the principal amount of the October Note within 10 days of closing of the acquisition. Subject to certain limitations, the October Note may be subject to offset of amounts TNC owes us for indemnification for breach of, or failure to perform, certain terms and provisions of the Purchase Agreement under certain terms and conditions (see below discussion regarding cancellation of this note as result of settlement of certain indemnification claims that the Company made after the acquisition); and |
| |
(iii) |
the sum of $2,000,000 deposited in an escrow account to satisfy any claims that we may have against TNC for indemnification pursuant to the Purchase Agreement and the Escrow Agreement, dated October 31, 2011 ("Escrow Agreement"). TNC and SEHC further agreed that if certain conditions were not met by December 31, 2011, relating to a certain contract, then the Company could withdraw $1,500,000 from the amount deposited into the escrow. On January 10, 2012, we received $1,500,000 from the escrow as certain conditions were not met under this certain contract as of December 31, 2011, leaving a balance of $500,000 in the escrow account ("Escrow Balance"). (See below for discussion as to the release of this remaining $500,000 escrow balance to TNC). |
Subsequent to the Closing Date, in addition to the above described $1,500,000 claim, we made additional claims against TNC for indemnification pursuant to the indemnification provisions of the Purchase Agreement, asserting breach of certain representations, warranties and covenants of TNC and SEHC (the "Disputed Claims"). On February 12, 2013, the Parties entered into a Settlement and Release Agreement ("Settlement Agreement") to resolve (collectively, the "Subject Claims"): (a) the Disputed Claims, and (b) any other claim arising under the Purchase Agreement with respect to a breach of (i) the representations and warranties of the Parties contained in the Purchase Agreement, and (ii) certain covenants contained in the Purchase Agreement. Pursuant to the Settlement Agreement, the Parties agree as follows:
|
• |
the October Note, with an principal balance of approximately $1,460,000, was cancelled, terminated and rendered null and void; |
|
• |
the Company issued to TNC a new, two-year, non-negotiable, unsecured promissory note in the principal amount of approximately $230,000 (the "New Note") in replacement of the October Note. The New Note bears an annual interest rate of 6%, payable in 24 monthly installments of principal and interest of approximately $10,000, with first payment due February 28, 2013; |
|
• |
the Escrow Balance of $500,000 was released to TNC; |
|
• |
the Parties terminated all of their rights and obligations to indemnification under the Purchase Agreement, except with respect to TNC's covenants relating to non-complete, non-solicitation of customers and employees, confidentiality, and related remedies which will continue in full force and effect in accordance with the terms of the Purchase Agreement (the "Continuing Covenants"); |
|
• |
the Parties terminated their rights and obligations with respect to (i) the representations, warranties, and covenants contained in the Purchase Agreement, except for the Continuing Covenants; and |
|
• |
the Company terminated its contractual right to offset amounts owing to TNC under the Purchase Agreement to satisfy claims against TNC. |
In connection with the resolution of the Disputed Claims, we also entered into a Settlement and Release Agreement and Amendment to Employment Agreement ("Leichtweis Settlement") with Christopher Leichtweis, our Senior Vice President (see discussion under Note 15 – "Related Party Transactions – Christopher Leichtweis" for a discussion of the Leichtweis Settlement).
The acquisition was accounted for using the purchase method of accounting, in accordance with FASB ASC 805 – "Business Combinations." The consideration for the acquisition was attributed to net assets on the basis of the fair values of assets acquired and liabilities assumed as of October 31, 2011. The excess of the cost of the acquisition over the estimated fair values of the net tangible assets and intangible assets on the acquisition date, which amounted to $13,016,000, was allocated to goodwill which is not amortized but subject to an annual impairment test. As the acquisition was a stock transaction, none of the goodwill related to SEC is deductible for tax purposes.
The following table summarizes the final purchase price allocation of the fair values of the assets acquired and liabilities assumed as of December 31, 2012:
(Amounts in thousands) |
|
|
|
| |
|
|
|
Current assets |
|
$ |
21,354 |
|
Property, plant and equipment |
|
|
2,135 |
|
Intangible assets |
|
|
4,429 |
|
Goodwill |
|
|
13,016 |
|
Total assets acquired |
|
|
40,934 |
|
Current liabilities |
|
|
(15,803 |
) |
Customer contracts |
|
|
(6,015 |
) |
Non-current liabilities |
|
|
(2,091 |
) |
Total liabilities acquired |
|
|
(23,909 |
) |
Non-controlling interest |
|
|
(370 |
) |
Total consideration |
|
$ |
16,655 |
|
The allocation set forth above is based on management estimates of the fair value using valuation techniques such as discounted cash flow models, appraisals and similar techniques. The amount allocated to intangible assets represents software, a non-compete agreement, customer relationships, and customer contracts.
The following table summarizes the preliminary components of tangible assets acquired:
| |
|
|
|
Weighted |
| |
|
|
|
Average |
| |
|
Preliminary |
|
Estimated |
(Amounts in thousands) |
|
Fair Value |
|
Useful Life |
| |
|
|
|
|
Vehicles |
|
$ |
583 |
|
5.0 years |
Lab equipment |
|
|
1,235 |
|
7.0 years |
Office furniture and equipment |
|
|
317 |
|
4.0 years |
Total tangible assets |
|
$ |
2,135 |
|
|
The results of operations of SEC have been included in the Company's consolidated financial statements from the date of the closing of the acquisition, which was October 31, 2011. SEC contributed revenues of approximately $10,156,000 and net loss of $452,000 for the twelve months ended December 31, 2011 and revenues of $55,661,000 and net loss of $3,373,000 for the twelve months ended December 31, 2012. The Company has incurred approximately $682,000 in acquisition-related costs, of which approximately $70,000 was incurred during the twleve months ended December 31, 2012. These costs are included in selling, general and administrative expenses in the Company's consolidated statements of operations.
Adjustments to the initial allocation of purchase price during the measurement period require the revision of comparative prior period financial information when reissued in subsequent financial statements. The effect of measurement period adjustments to the allocation of purchase price would be as if the adjustments had been taken into account on the date of acquisition. The impact of the final purchase price allocation on the Company's previously filed financial statements are as noted below.
The following table summarizes the Company's recast and previously reported December 31, 2011 Consolidated Balance Sheets (in thousands):
| |
|
|
Recast
|
|
|
| |
|
|
December 31, 2011 (1)
|
|
|
|
December 31, 2011 (2)
|
|
|
|
Effect of Change |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net of allowance for doubtful accounts |
|
$ |
19,106 |
|
|
$ |
16,848 |
|
|
$ |
(2,258 |
) |
(3) |
Unbilled receivables - current |
|
$ |
9,871 |
|
|
$ |
9,632 |
|
|
|
(239 |
) |
(3) |
Prepaid and other assets |
|
$ |
4,604 |
|
|
$ |
4,661 |
|
|
|
57 |
|
(9) |
Deferrred tax assets - current |
|
$ |
2,426 |
|
|
$ |
3,853 |
|
|
|
1,427 |
|
(4) |
Goodwill |
|
$ |
27,063 |
|
|
$ |
29,186 |
|
|
|
2,123 |
|
(7) |
Other intangible assets - net |
|
$ |
4,258 |
|
|
$ |
4,517 |
|
|
|
259 |
|
(8) |
Deferred tax asset, net of liabilities |
|
$ |
1,295 |
|
|
$ |
1,435 |
|
|
|
140 |
|
(4) |
Other assets |
|
$ |
1,595 |
|
|
$ |
1,560 |
|
|
|
(35 |
) |
(9) |
Total change |
|
|
|
|
|
|
|
|
|
$ |
1,474 |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
13,117 |
|
|
$ |
13,313 |
|
|
$ |
196 |
|
(10) |
Accrued expenses |
|
$ |
9,533 |
|
|
$ |
9,434 |
|
|
|
(99 |
) |
(10) |
Billing in excess of costs and estimated earnings |
|
$ |
3,226 |
|
|
$ |
6,058 |
|
|
|
2,832 |
|
(5) |
Current portionof long-term debt |
|
$ |
3,936 |
|
|
$ |
3,521 |
|
|
|
(415 |
) |
(6) |
Long-term debt, less current portion |
|
$ |
15,007 |
|
|
$ |
14,195 |
|
|
|
(812 |
) |
(6) |
Accumulated deficit |
|
$ |
(9,505 |
) |
|
$ |
(9,733 |
) |
|
|
(228 |
) |
(11) |
Total change |
|
|
|
|
|
|
|
|
|
$ |
1,474 |
|
|
(1) |
As previously presented in the 2011 consolidated financial statement in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. |
(2) |
As presented in the accompanying consolidated financial statements contained herein within this Form 10-K. |
(3) |
Represents additional allowance for doubtful accounts of approximately $2,213,000 recorded as a result of uncollected receivables from three major customers, reversal of $45,000 in uncollectable accounts receivable and reversal of unbilled receivables related to conditions that existed at the time of our acquisition. |
(4) |
Represents book to tax timing differences resulting from allowance for doubtful accounts and change in fair value of contracts as noted in footnote (3) and (5). |
(5) |
Represents change in fair value of two loss contracts due to change in estimated cost to complete to meet contract terms that existed as of acquisition date. |
(6) |
Resulted from termination on February 13, 2013 of the remaining portion (approximately $1,460,000) of a $2,500,000 Note ("October Note") entered on October 31, 2011. The termination of the October Note resulted from settlement of certain claims made by the Company against TNC primarily from the breach of representation regarding the cost to complete a certain contract that existed at acquisition. A New Note in the amount of $230,000 was issued to TNC in placement of the October Note that was cancelled (see above for further discussion of the October and New Notes). |
(7) |
Reflects additional goodwill recorded since initial acquisition date in finalizing the final purchase price allocation related to acquired assets and liabilities under this business combination. |
(8) |
Reflects change in fair value of acquired contracts based on change in estimated cash flow related to approval of certain request for equitable adjustments submitted prior to acquisition. |
(9) |
Represents tax true-up and write-off of bid deposit that existed as of the acquisition date. |
(10) |
Represents expenses and unrecorded vendor invoices for services rendered prior to acquisition. |
(11) |
Represents change in amortization of fair value of contracts due to change in estimated cost to complete to meet contract terms that existed as of acquisition date and the related tax effect. |
The following table summarizes the Company's recast and previously reported December 31, 2011 Consolidated Statements of Operations (in thousands):
| |
|
|
|
|
Recast |
|
|
|
|
| |
|
For the year ended |
|
|
For the year ended |
|
|
Effect of |
|
| |
|
December 31, 2011 (1)
|
|
|
December 31, 2011 (2)
|
|
|
Change (3)
|
|
| |
|
|
|
|
|
|
|
|
|
Net revenue |
|
$ |
118,610 |
|
|
$ |
118,097 |
|
|
$ |
(513 |
) |
Cost of goods sold |
|
$ |
89,822 |
|
|
$ |
89,677 |
|
|
$ |
(145 |
) |
Gross profit |
|
$ |
28,788 |
|
|
$ |
28,420 |
|
|
$ |
(368 |
) |
Income from continuing operations before income taxes |
|
$ |
10,845 |
|
|
$ |
10,477 |
|
|
$ |
(368 |
) |
Income tax benefit |
|
$ |
(955 |
) |
|
$ |
(1,095 |
) |
|
$ |
140 |
|
Income from continuing operations |
|
$ |
11,800 |
|
|
$ |
11,572 |
|
|
$ |
(228 |
) |
Net income |
|
$ |
14,086 |
|
|
$ |
13,858 |
|
|
$ |
(228 |
) |
Net income attributable to Perma-Fix Environmental |
|
$ |
14,064 |
|
|
$ |
13,836 |
|
|
$ |
(228 |
) |
Services, Inc. common stockholders |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share attributable to Perma-Fix |
|
|
|
|
|
|
|
|
|
Environmental Services, Inc. stockholders - basic: |
|
$ |
0.25 |
|
|
$ |
0.25 |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share attributable to Perma-Fix |
|
|
|
|
|
|
|
|
|
Environmental Services, Inc. stockholders - diluted: |
|
$ |
0.25 |
|
|
$ |
0.25 |
|
|
$ |
- |
|
| |
(1) |
As previously presented in the 2011 consolidated financial statement in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. |
| |
(2) |
As presented in the accompanying consolidated financial statements contained herein within this Form 10-K. |
| |
(3) |
Represents change in amortization of fair value of contracts due to change in estimated cost to complete to meet contract terms that existed as of acquisition date and the related tax effect. |
The following table summarizes the Company's recast and previously reported December 31, 2011 Consolidated Statements of Cash Flows (in thousands):
| |
|
|
|
|
Recast |
|
|
|
|
| |
|
For the year ended |
|
|
For the year ended |
|
|
Effect of |
|
| |
|
December 31, 2011 (1)
|
|
|
December 31, 2011 (2)
|
|
|
Change (3)
|
|
| |
|
|
|
|
|
|
|
|
|
Net Income |
|
$ |
14,086 |
|
|
$ |
13,858 |
|
|
$ |
(228 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment to reconcile net income from continuing operations to cash provided by operations: |
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of fair value of customer contracts |
|
$ |
(775 |
) |
|
$ |
(262 |
) |
|
$ |
513 |
|
Depreciation and amortization |
|
$ |
4,961 |
|
|
$ |
4,816 |
|
|
$ |
(145 |
) |
Deferred tax benefit |
|
$ |
(3,090 |
) |
|
$ |
(3,230 |
) |
|
$ |
(140 |
) |
Accounts payable and accrued expenses |
|
$ |
148 |
|
|
$ |
4 |
|
|
$ |
(144 |
) |
| |
(1) |
As previously presented in the 2011 consolidated financial statement in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011. |
| |
(2) |
As presented in the accompanying consolidated financial statements contained herein within this Form 10-K. |
| |
(3) |
Represents change in amortization of fair value of contracts due to change in estimated cost to complete to meet contract terms that existed as of acquisition date and the related tax effect. |
The following unaudited pro forma financial information presents the combined results of operations of SEC and Perma-Fix as though the acquisition had occurred as of the beginning of the period presented below, which is January 1, 2011. The pro forma financial information does not necessarily represent the results of operations that would have occurred had SEC and Perma-Fix been a single company during the period presented, nor does management believe that the pro forma financial information presented is necessarily representative of future operating results.
| |
|
Year Ended |
|
| |
|
December 31, 2011 |
|
(Amount in thousands, except per share data) |
|
(Unaudited) |
|
| |
|
|
|
Revenue |
|
$ |
193,000 |
|
Net income from continuing operations |
|
$ |
4,400 |
|
Net income per share from continuing operations - basic |
|
$ |
.08 |
|
Net income per share from continuing operations - diluted |
|
$ |
.08 |
|
|