Quarterly report pursuant to sections 13 or 15(d)

Business Acquisition

v2.4.0.6
Business Acquisition
 9 Months Ended
Sep. 30, 2012
Business Acquisition [Abstract]  
Business Acquisition
3.
Business Acquisition

On October 31, 2011, 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 ("SECL" – 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 ("Homeland") and SEHC.  SEC is an international provider of environmental, hazardous and radiological remediation infrastructure upgrades and nuclear energy services.  SEC provides remediation of nuclear materials for the U.S. government and other commercial customers.  We acquired SEC for a total consideration of approximately $17,885,000 determined as follows:

(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 Homeland as discussed below;

(ii)
$2,500,000 unsecured, non-negotiable promissory note (the "Note"), bearing an annual rate of interest of 6%, payable in 36 monthly installments, which 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 Note within 10 days of closing of the acquisition.  Subject to certain limitations, the Note may be subject to offset of amounts Homeland 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 regarding certain indemnification claims that the Company is asserting).   Under the terms of the Note, in the event of a continuing event of default under the Note, Homeland has the option to convert the unpaid portion of the Note into our restricted shares of Common Stock equal to the quotient determined by dividing the principal amount owing under the Note and all accrued and unpaid interest thereon, plus certain expenses, by the average of the closing prices per share of our Common Stock as reported by the primary national securities exchange or automatic quotation system on which our Common Stock is traded during the 30 consecutive trading day period ending on the trading day immediately prior to receipt by us of Homeland's written notice of its election to receive our Common Stock as a result of the event of default that is continuing; provided that the number of shares of our Common Stock to be issued to Homeland under the Note in the event of a continuing event of default plus the number of shares of our Common Stock issued to the Management Investors, as discussed below, shall not exceed 19.9% of the voting power of all of our voting securities issued and outstanding as of the date of the Purchase Agreement; and

(iii)
the sum of $2,000,000 deposited in an escrow account to satisfy any claims that we may have against Homeland for indemnification pursuant to the Purchase Agreement and the Escrow Agreement, dated October 31, 2011 ("Escrow Agreement").  Homeland 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.  (See below for a discussion of the Company's claim for the remaining $500,000 balance in the escrow).

Pursuant to the terms of the Purchase Agreement, upon closing of the Purchase Agreement, certain security holders of Homeland ("Management Investors") purchased 813,007 restricted shares of our Common Stock for a total consideration of approximately $1,000,000, or $1.23 a share, which was the average of the closing prices of our Common Stock as quoted on the Nasdaq during the 30 trading days ending on the trading day immediately prior to the closing of the acquisition.  The purchase of the Company's Common Stock was pursuant to a private placement under Section 4(2) of the Securities Act of 1933, as amended (the "Act") or Rule 506 of Regulation D promulgated under the Act.

Subsequent to the closing, we have discovered that, in addition to the above described $1,500,000 claim (which we received from the escrow account in January 2012), it will require in excess of $7,000,000 more than represented by Homeland under the Purchase Agreement to complete a fixed cost contract entered into by SEC prior to closing and that the covenant made by Homeland in the Purchase Agreement that SEC's consolidated GAAP liabilities would not exceed $15,000,000 at closing was incorrect as SEC's consolidated GAAP liabilities were approximately $24,000,000 as of the closing.  As a result, we have placed Homeland on notice of these claims and have provided notice to the escrow agent of Homeland's breach.
 
Homeland has denied our claims that it has breached its representations and warranties as to the fixed cost contract and is reviewing our claim that it breached its covenant that SEC's consolidated GAAP liabilities would not exceed $15,000,000 at closing.  Thus, the remaining $500,000 held in escrow is being retained in escrow as disputed claims until our claims are resolved.
 
We are currently negotiating with Homeland as to the above described claims, and if we are unable to resolve these claims in a satisfactory manner, we will consider taking whatever action we deem necessary to protect our interest.
 
The Purchase Agreement limits the aggregate amount of Homeland's liability to us to (a) $3,000,000 for indemnification claims relating to breaches of Homeland's representations and warranties, except claims relating to any fundamental warranty are limited to the $24,500,000 as stated in the original purchase agreement; and (b) $4,900,000 for indemnification claims relating to breaches of Homeland's covenants or agreements under the Purchase Agreement.  Fundamental warranty includes, but is not limited to, intentional or willful misrepresentation or warranty and intentional or willful breach of any covenant.
 
The acquisition was accounted for using the purchase method of accounting, in accordance with FASB Accounting Standards Codification ("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 $13,119,000, was allocated to goodwill which is not amortized but subject to an annual impairment test.  The Company has not yet finalized the allocation of the purchase price to the net assets acquired in this acquisition. As such, the estimated purchase price allocation is preliminary and subject to further revision.  The following table summarizes the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed as of September 30, 2012:

(Amounts in thousands)
 
 
 
 
 
 
 
Current assets
 
$
22,458
 
Property, plant and equipment
 
 
2,135
 
Intangible assets
 
 
4,204
 
Goodwill
 
 
13,119
 
Total assets acquired
 
 
41,916
 
Current liabilities
 
 
(15,860
 )
Customer contracts
 
 
(5,710
 )
Non-current liabilities
 
 
(2,091
 )
Total liabilities acquired
 
 
(23,661
 )
Non-controlling interest
 
 
(370
 )
Total consideration
 
$
17,885
 

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 $11,307,000 and net loss of $831,000 and revenues of $47,235,000 and net loss of $2,907,000 for the three and nine months ended September 30, 2012, respectively.  The Company has incurred approximately $680,000 in acquisition-related costs, of which approximately $69,000 was incurred during the nine months ended September 30, 2011.  These costs are included in selling, general and administrative expenses in the Company's consolidated statement of operations. The following unaudited pro forma financial information presents the combined results of operations of combining SEC and Perma-Fix as though the acquisition had occurred as of the beginning of the periods 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 periods presented, nor does Perma-Fix believe that the pro forma financial information presented is necessarily representative of future operating results.  As the acquisition was a stock transaction, none of the goodwill related to SEC is deductible for tax purposes.

(Amounts in Thousands, Except per Share Data)
 
 
 
 
 
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
September 30, 2011
 
 
September 30, 2011
 
 
 
(unaudited)
 
 
(unaudited)
 
Net revenues
 
$
52,507
 
 
$
156,919
 
Net income from continuing operations
 
$
5,223
 
 
$
6,424
 
Net income per share from continuing operations- basic
 
$
.09
 
 
$ 
.12
 
Net income per share from continuing operations- diluted
 
$ 
.09
 
 
$ 
.12