Quarterly report pursuant to sections 13 or 15(d)

Business Acquisition (Tables)

v2.4.0.6
Business Acquisition (Tables)
9 Months Ended
Sep. 30, 2012
Business Acquisition [Abstract]  
Preliminary purchase price allocation
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
 

Preliminary components of tangible assets acquired
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
 

Pro forma financial information
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