Quarterly report pursuant to sections 13 or 15(d)

Discontinued Operations

v2.3.0.11
Discontinued Operations
 6 Months Ended
Jun. 30, 2011
Discontinued Operations [Abstract]  
Discontinued Operations
8.
Discontinued Operations
 
 
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 February 25, 2011, we entered into two separate LOIs with a hazardous waste management company to sell our PFFL and PFO operations.  One of the LOIs covers the sale of assets of PFO for approximately $2,000,000, plus assumption by the purchaser of certain liabilities.  The second LOI covers the acquisition of all outstanding stock of PFFL, for approximately $5,500,000.

On June 13, 2011, we entered into a definitive Stock Purchase Agreement (“Agreement”) to sell 100% of the capital stock of PFFL, to the hazardous waste management company noted above for approximately $5,500,000 in cash, subject to certain working capital adjustments. The completion of this transaction is subject to the satisfaction of numerous conditions precedent. We expect to close this transaction during August 2011.

We continue to move forward in negotiation for a definitive agreement to sell our PFO operation.  The purchase price of the LOI is subject to adjustment under certain conditions, including, but not limited to, completion of due diligence by the buyer, negotiation and execution of definitive agreements, and approval by the Board of Directors of both companies.

As required by ASC 360, we concluded that no tangible asset impairment existed as of June 30, 2011, for PFFL, PFO, and PFSG.  We also performed internal financial valuations on the intangible assets of these three operations as required by ASC 350, “Intangibles-Goodwill and Other” and concluded that no goodwill or other intangible asset impairments existed for these three operations as of June 30, 2011.
 
The following table summarizes the results of discontinued operations for the three and six months ended June 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”.

   
Three Months Ended
  
Six Months Ended
 
   
June 30,
  
June 30,
 
(Amounts in Thousands)
 
2011
  
2010
  
2011
  
2010
 
              
Net revenues
 $2,538  $2,249  $5,167   4,542 
Interest expense
 $(18) $(28) $(37) $(45)
Operating (loss) income from discontinued operations
  (45)  (838)  278   (760)
Income tax (benefit) expense
 $(13)  (168) $98   (152)
Income (loss) from discontinued operations
 $(32) $(670) $180  $(608)
 
Assets and liabilities related to discontinued operations total $7,590,000 and $5,613,000 as of June 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 June 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 June 30, 2011:

   
June 30,
  
December 31,
 
(Amounts in Thousands)
 
2011
  
2010
 
        
Accounts receivable, net (1)
 $1,934  $1,760 
Inventories
  128   131 
Other assets
  1,274   1,295 
Property, plant and equipment, net (2)
  4,213   4,209 
Total assets held for sale
 $7,549  $7,395 
Accounts payable
 $558  $705 
Accrued expenses and other liabilities
  1,279   1,170 
Note payable
  352   407 
Environmental liabilities
  1,498   1,500 
Total liabilities held for sale
 $3,687  $3,782 
 
(1) net of allowance for doubtful accounts of $226,000 and $97,000 as of June 30, 2011 and December 31, 2010, respectively.

(2) net of accumulated depreciation of $755,000 for each period presented.

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 June 30, 2011 and December 31, 2010:

   
June 30,
  
December 31,
 
(Amounts in Thousands)
 
2011
  
2010
 
        
Other assets
 $41  $38 
Total assets of discontinued operations
 $41  $38 
Accrued expenses and other liabilities
 $1,094  $1,209 
Environmental liabilities
  832   756 
Total liabilities of discontinued operations
 $1,926  $1,965 
 
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 increase in environmental liabilities of approximately $74,000 from the December 31, 2010 balance of $2,256,000 represents an increase to the reserve of $50,000 and $163,000 at PFMI and PFM, respectively, due to reassessment of our remediation reserves, offset by payment on remediation projects of $139,000.

“Accrued expenses and other liabilities” (not held for sale) for our discontinued operations include a pension payable at PFMI of $618,000 as of June 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.