Quarterly report pursuant to sections 13 or 15(d)

Discontinued Operations and Divestitures

v2.3.0.11
Discontinued Operations and Divestitures
 3 Months Ended
Mar. 31, 2012
Discontinued Operations and Divestitures [Abstract]  
Discontinued Operations and Divestitures
10.
Discontinued Operations and Divestitures
 
Our discontinued operations consist of our Perma-Fix of South Georgia, Inc. ("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 Perma-Fix of Fort Lauderdale, Inc. ("PFFL"), Perma-Fix of Orlando, Inc. ("PFO"), Perma-Fix of Maryland, Inc. ("PFMD"), Perma-Fix of Dayton, Inc. ("PFD"), and Perma-Fix Treatment Services, Inc. ("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 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 after closing.  As of March 31, 2012, expenses related to the sale of PFFL totaled approximately $160,000, of which all have been paid ($3,000 was paid during the first quarter of 2012).  As of March 31, 2012, the 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 to be received from the buyer.  The gain was recorded during the twelve months 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 is subject to certain working capital adjustments after closing.  As of March 31, 2012, expenses related to the sale of PFO totaled approximately $37,000, of which all have been paid ($17,000 was paid during the first quarter of 2012).  As of March 31, 2012, 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 has been 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 March 31, 2012. No intangible asset exists at PFSG.

The following table summarizes the results of discontinued operations for the three months ended March 31, 2012, and 2011.  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
 
   
March 31,
 
(Amounts in Thousands)
 
2012
  
2011
 
Net revenues
 $616  $2,629 
Interest expense
  (9)  (19)
Operating (loss) income from discontinued operations
  (208)  322 
Income tax (benefit) expense
  (70)  110 
(Loss) income from discontinued operations
  (138)  212 
 
Assets related to discontinued operations total $2,358,000 and $2,343,000 as of March 31, 2012, and December 31, 2011, respectively, and liabilities related to discontinued operations total $3,998,000 and $3,972,000 as of March 31, 2012 and December 31, 2011, respectively.

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

   
March 31,
  
December 31,
 
(Amounts in Thousands)
 
2012
  
2011
 
   
 
  
 
 
Accounts receivable, net (1)
 $438  $385 
Inventories
  31   25 
Other assets
  17   22 
Property, plant and equipment, net (2)
  1,614   1,650 
Total assets held for sale
 $2,100  $2,082 
Accounts payable
 $258  $190 
Accrued expenses and other liabilities
  544   577 
Note payable
  97   105 
Environmental liabilities
  1,496   1,497 
Total liabilities held for sale
 $2,395  $2,369 

(1) net of allowance for doubtful accounts of $39,000 and $48,000 as of March 31, 2012 and December 31, 2011, respectively.

(2) net of accumulated depreciation of $62,000 for each period noted..

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

   
March 31,
  
December 31,
 
(Amounts in Thousands)
 
2012
  
2011
 
   
 
  
 
 
Other assets
 $258  $261 
Total assets of discontinued operations
 $258  $261 
Accrued expenses and other liabilities
 $1,092  $1,083 
Accounts payable
  15   15 
Environmental liabilities
  496   505 
Total liabilities of discontinued operations
 $1,603  $1,603 

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 reduction of approximately $10,000 in environmental liabilities from the December 31, 2011 balance of $2,002,000 reflects payment on remediation projects.

"Accrued expenses and other liabilities" (not held for sale) for our discontinued operations include a pension payable at PFMI of $468,000 as of March 31, 2012.  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 $232,000 that we expect to pay over the next year.