Discontinued Operations

6 Months Ended

Jun. 30, 2011

Discontinued Operations

Discontinued Operations

4. Discontinued Operations

            On December 30, 2010, we entered into a purchase and sale agreement for the sale of Southern Flow which was part of our Energy Services segment.  The sale closed on January 14, 2011, with an effective date of January 1, 2011.  Pursuant to the terms of the purchase and sale agreement, Zedi, Inc., a Canadian corporation, through its wholly-owned subsidiary, purchased 100% of the stock of Southern Flow.  Upon closing, we received cash proceeds of $16,515, consisting of a base purchase price of $15,550, and $965 for additional Southern Flow working capital conveyed in the transaction.  We recorded a gain on the sale of Southern Flow, net of transaction costs and income tax benefit, in the amount of $5,636 during the six months ended June 30, 2011.  The sale of Southern Flow was made pursuant to our review of our strategic alternatives for our non-core businesses.  The operations of Southern Flow have been included in our consolidated statements of operations as discontinued operations for all periods presented.  Results of discontinued operations for the three and six months ended June 30, 2011 and 2010 were as follows:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2011	2010	2011	2010
Total revenues	$           -	$     4,581	$            -	$     8,795
Operating expenses	-	4,269	-	7,943
Income before income taxes	-	312	-	852
Income tax provision	-	(21)	-	(42)
Income from operations	-	291	-	810
Gain on disposal	-	-	5,538	-
Income tax benefit on disposal	-	-	98	-
Income from discontinued operations	$           -	$        291	$     5,636	$        810

            The following assets and liabilities of Southern Flow were segregated and included in Assets of discontinued operations held for sale and Liabilities of discontinued operations held for sale, as appropriate, in the consolidated balance sheet as of December 31, 2010, and represent the assets and liabilities of Southern Flow that were sold in January 2011:

	December 31,
	2010
Cash and cash equivalents	$             250
Trade receivables, net of allowance for doubtful accounts	3,427
Inventories	2,182
Prepaid expenses and other current assets	169
Property, Plant and equipment, net	922
Goodwill	5,231
Other assets	2
Assets of discontinued operations held for sale	$       12,183
Accounts payable	519
Accrued and other liabilities	871
Current income taxes payable	19
Capital lease obligations	2
Liabilities of discontinued operations held for sale	$         1,411