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Investment In And Gain On Sale Of Unconsolidated Affiliate
9 Months Ended
Sep. 30, 2011
Investment In And Gain On Sale Of Unconsolidated Affiliate [Abstract] 
Investment In And Gain On Sale Of Unconsolidated Affiliate5.  Investment in and Gain on Sale of Unconsolidated Affiliate

     Through WaterSecure, we own a significant noncontrolling minority portion of the equity interests in MM 1995-2, which we account for under the equity method. In June 2011, MM 1995-2 sold

 

substantially all of its assets and business for cash. Prior to the sale, MM 1995-2 owned and operated several water processing, recycling, and disposal facilities located in northeastern Colorado. In connection with the sale of the assets, MM 1995-2 paid off its long-term debt to facilitate the transfer of its assets to the buyer free and clear of any liens and retained its working capital. MM 1995-2 is in the process of collecting its remaining accounts receivable and paying off the remainder of its liabilities, including its accounts payable and other debts and obligations. MM 1995-2 made distributions of the sales proceeds and an initial distribution of cash proceeds from the liquidation of its working capital, subject to an appropriate reserve for its remaining debts and liabilities, to its shareholders, including the Company. An amount equal to $4.0 million of the cash purchase price owed to MM 1995-2 is being held in escrow for twelve months, subject to extension for claims relating to various representations and warranties by MM 1995-2 to the purchaser. MM 1995-2 intends to distribute to its shareholders any additional amounts of working capital that it collects as it deems appropriate and to distribute any amounts remaining in the escrow after the expiration of the one-year escrow period, on the same basis.

     As a result of the sale of the WaterSecure operations, we received $26.0 million as our share of the sales and liquidation proceeds. In addition, we may receive up to $1.4 million from the balance of the sales price which was placed into escrow for one year. This additional amount is subject to the purchaser's rights to these funds for contingencies that are outside of our control. At September 30, 2011, the receipt of any portion of the escrow amount is not certain and is therefore not included in the gain on the sale. We recognized a pretax gain in the amount of $21.8 million during the nine months ended September 30, 2011 for our share of the equity in the gain on the sale recorded by MM 1995-2. The amount of recognized pretax gain from the sale is subject to adjustment, pending the final liquidation of the remaining assets and liabilities retained by MM 1995-2, although we do not expect the adjustment amount, if any, to be significant.

     As a Delaware statutory trust, MM 1995-2 is treated as a partnership for tax purposes. Accordingly, there is no tax provision associated with the income from operations or the gain on disposal recorded on the books of MM 1995-2. All tax attributes associated with the income generating activities of MM 1995-2 are passed on to the shareholders of MM 1995-2. The following table sets forth certain summarized financial information for MM 1995-2 at September 30, 2011 and December 31, 2010 and for the three and nine months ended September 30, 2011 and 2010:

    September 30,   December 31,
    2011   2010
Total current assets $ 4,667 $ 3,753
Property, plant and equipment, net   -   11,616
Total other assets   -   4
Total assets $ 4,667 $ 15,373
 
Total current liabilities $ 4,146 $ 2,462
Long-term note payable   -   4,100
Total shareholders' equity   521   8,811
Total liabilities and shareholders' equity $ 4,667 $ 15,373

 

 

    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2011   2010   2011   2010
 
Total revenues $ - $ 4,221 $ 9,023 $ 13,552
Total costs and expenses   -   2,743   5,169   7,532
Income from operations   -   1,478   3,854   6,020
Gain on disposal   147   -   65,553   -
Net income $ 147 $ 1,478 $ 69,407 $ 6,020

 

     MM 1995-2 has deferred that portion of the gain on disposal associated with the $4.0 million placed into escrow which will be recognized only if the contingencies associated with the indemnification obligations provided by MM 1995-2 to the purchaser and other contingencies have been eliminated after the one-year escrow period expires.