Annual report pursuant to section 13 and 15(d)

DISCONTINUED OPERATIONS AND DIVESTITURES

v2.4.0.8
DISCONTINUED OPERATIONS AND DIVESTITURES
 12 Months Ended
Dec. 31, 2012
DISCONTINUED OPERATIONS AND DIVESTITURES [Abstract]  
Discontinued Operations and Divestitures
NOTE 8
DISCONTINUED OPERATIONS AND DIVESTITURES
Our discontinued operations consist of our PFSG facility which met the held for sale criteria under ASC 360, "Property, Plant, and Equipment" on October 6, 2010. Our discontinued operations also encompass our PFFL, PFO, PFMD, PFD, and PFTS facilities, which were divested on August 12, 2011, October 14, 2011, January 8, 2008, March 14, 2008, and May 30, 2008, respectively. Our discontinued operations also include two previously closed locations, PFMI and PFM.

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 was subject to certain working capital adjustments within one hundred twenty days after closing. Expenses related to the sale of PFFL totaled approximately $160,000, of which all have been paid. Gain on the sale of PFFL totaled approximately $1,707,000 (net of taxes of $1,067,000), which included a working capital adjustment of $185,000 recorded during the fourth quarter of 2011. The gain was recorded during the year ended December 31, 2011.

On October 14, 2011, we completed the sale of our wholly-owned subsidiary, PFO, pursuant to the terms of an Asset Purchase Agreement dated August 12, 2011. In consideration for such assets, the buyer paid us $2,000,000 in cash at the closing and assumed certain liabilities of PFO. The cash consideration was subject to certain working capital adjustments within one hundred twenty days after closing. Expenses related to the sale of PFO totaled approximately $37,000, of which all have been paid. Loss on the sale of PFO totaled approximately $198,000 (net of taxes of $209,000), which was recorded during the fourth quarter of 2011. No working capital adjustment was made on the sale of PFO.

We continue to market our PFSG facility for sale. As required by ASC 360, based on our internal financial valuations, we concluded that no tangible asset impairments existed for PFSG as of December 31, 2012. No intangible asset exists at PFSG.

The following table summarizes the results of discontinued operations for the years ended December 31, 2012, 2011, and 2010. The gains on disposals of discontinued operations for PFFL and PFO, net of taxes, are reported separately on our Consolidated Statements of Operations as "Gain on disposal of discontinued operations, net of taxes." 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." Our net income for 2012 included a tax benefit of approximately $530,000 primarily resulting from our net operating loss.

 
  
For The Year Ended December 31,
  
Amount in Thousands
  
2012
    
2011
    
2010
  
 
                  
Net revenue
  
$
2,204
    
$
6,931
    
$
9,248
  
Interest Expense
    
(34
)
    
(68
)
    
(84
)
Operating loss from discontinued operations
    
(560
)
    
(366
)
    
(839
)
Income tax benefit
    
(530
)
    
(548
)
    
80
  
Gain on disposal of discontined operations (1)
   
—
      
1,509
      
—
  
Income (loss) from discontinued operations
    
(30
)
    
1,691
      
(919
)

(1)  Net of taxes of $1,276,000 for year ended December 31, 2011.

Assets related to discontinued operations totaled $2,113,000 and $2,343,000 as of December 31, 2012, and 2011, respectively, and liabilities related to discontinued operations totaled $3,341,000 and $3,972,000 as of December 31, 2012 and 2011, respectively.

The following table presents the major classes of assets and liabilities of discontinued operations that are classified as held for sale as of December 31, 2012 and 2011. The held for sale assets and liabilities may differ at the closing of a sale transaction from the reported balances as of December 31, 2012:

  
December 31,
    
December 31,
  
(Amounts in Thousands)
  
2012
    
2011
  
 
            
Accounts receivable, net (1)
 
$
391
    
$
385
  
Inventories
    
32
      
25
  
Other assets
    
16
      
22
  
Property, plant and equipment, net (2)
   
1,614
      
1,650
  
Total assets held for sale
  
$
2,053
    
$
2,082
  
Accounts payable
  
$
229
    
$
190
  
Accrued expenses and other liabilities
    
528
      
577
  
Note payable
    
71
      
105
  
Environmental liabilities
    
1,373
      
1,497
  
Total liabilities held for sale
  
$
2,201
    
$
2,369
  
 
(1) net of allowance for doubtful accounts of $45,000 and $48,000 as of December 31, 2012, and 2011, respectively.

(2) net of accumulated depreciation of $60,000 and $62,000 as of December 31, 2012, and 2011, respectively.

The following table presents the major classes of assets and liabilities of discontinued operations that are not held for sale as of December 31, 2012 and 2011:

  
December 31,
    
December 31,
  
(Amounts in Thousands)
  
2012
    
2011
  
 
            
Other assets
  
$
60
    
$
261
  
Total assets of discontinued operations
  
$
60
    
$
261
  
Accrued expenses and other liabilities
  
$
884
    
$
1,083
  
Accounts payable
    
15
      
15
  
Environmental liabilities
    
241
      
505
  
Total liabilities of discontinued operations
  
$
1,140
    
$
1,603
  

Environmental Liabilities
We have four remediation projects, which are currently in progress at certain of our discontinued facilities. These remediation projects principally entail the removal/remediation of contaminated soil and, in most cases, the remediation of surrounding ground water. All of the remedial clean-up projects in question were an issue for that facility 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. Three of the facilities (PFD, PFM, and PFSG) are RCRA permitted facilities, and as a result, the remediation activities are closely reviewed and monitored by the applicable state regulators. We recognized our best estimate of such environmental liabilities upon the acquisition of our facilities, as part of the acquisition cost.

At December 31, 2012, we had total accrued environmental remediation liabilities of $1,614,000 of which $374,000 is recorded as a current liability, which reflects a decrease of $388,000 from the December 31, 2011 balance of $2,002,000. The net decrease represents payment of approximately $388,000 on remediation projects, increases in reserves of approximately $90,000 at PFD and $33,000 at PFMI and decrease in reserve of approximately $123,000 at PFSG due to reassessment of our remediation reserves. The December 31, 2012, current and long-term accrued environmental balance is recorded as follows (in thousands):

 
  
Current
    
Long-term
        
 
  
Accrual
    
Accrual
    
Total
 
PFD
  
$
7
    
$
92
    
$
99
  
PFM
    
23
      
38
      
61
  
PFSG
    
343
      
1,030
      
1,373
  
PFMI
    
1
      
80
      
81
  
Total Liability
  
$
374
    
$
1,240
    
$
1,614