Discontinued Operations and Assets Held for Sale

9 Months Ended

Sep. 30, 2011

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

5.   Discontinued Operations and Assets Held for Sale

The Company reviews the carrying value of its long-lived assets held and used, and its assets to be disposed of, for possible impairment when events and circumstances warrant such a review.  We also follow the applicable guidance in determining when to reclass assets to be disposed of to assets and related liabilities held for sale as well as when an operation disposed of or to be disposed of is classified as a discontinued operation in the statements of operations and the statements of cash flows.

As of September 30, 2011, the assets of the Company’s former Car Wash Segment consisted of three car washes. The sale of a Lubbock, Texas car wash that was under an agreement of sale at December 31, 2010 was completed on March 8, 2011.  On November 22, 2010, the Company sold the e-commerce division of its Digital Media Marketing Segment, Linkstar Corporation. Additionally, during the quarter ended September 30, 2010, the Company made a decision to sell its warehouse located in Farmers Branch, Texas (the “Texas warehouse”) and has listed the warehouse with a real estate broker. On August 31, 2011 the Company entered into a Commercial Contract, which was subsequently amended on October 19, 2011 and November 7, 2011, to sell the warehouse for $1,830,000. Although, the sale of the warehouse is anticipated to close on December 15, 2011, no assurance can be given that this transaction will be consummated.

The results for the car wash operations and the discontinued Digital Media Marketing Segment’s operations have been classified as discontinued operations in the statements of operations and the statements of cash flows.  These classifications are based on the remaining car washes, the remaining component of the Digital Media Marketing business, Promopath, as well as the Texas warehouse, all currently being marketed and ready for sale or under an agreement of sale.  The Company’s Board of Directors is committed to a plan to dispose of the remaining car washes, the remaining component of the Digital Media Marketing business, and the Texas warehouse within the next twelve months.  The statement of operations and the statement of cash flows for the prior year have been restated to reflect the discontinued operations in accordance with GAAP.

Revenues from discontinued operations were $773,000 and $2.2 million for the three months ended September 30, 2011 and 2010, respectively, and $2.4 million and $9.7 million for the nine months ended September 30, 2011 and 2010, respectively.  Operating loss from discontinued operations was $284,000 for the three months ended September 30, 2011, including asset impairment charges of $261,000, and $4.0 million for the three months ended September 30, 2010, including asset impairment charges of $3.7 million. Operating loss from discontinued operations was $356,000 for the nine months ended September 30, 2011, including asset impairment charges of $261,000, and $8.3 million for the nine months ended September 30, 2010, including asset impairment charges of $7.2 million.

Assets and liabilities held for sale were comprised of the following (in thousands):

	As of September 30, 2011
	Car Washes		Digital Media Marketing		Security Segment Texas Warehouse		Total
Assets held for sale:
Inventory	$	109	$	-	$	-	$	109
Other current assets		-		28		-		28
Property, plant and equipment, net		2,563		3		1,743		4,309
Intangible assets		5		-		-		5
Total assets	$	2,677	$	31	$	1,743	$	4,451
Liabilities related to assets held for sale:
Other current liabilities	$	-	$	24	$	-	$	24
Current portion of long-term debt		501		-		509		1,010
Long-term debt, net of current portion		88		-		-		88
Total liabilities	$	589	$	24	$	509	$	1,122

	As of December 31, 2010
	Car Washes
	Dallas and Fort Worth, Texas		Lubbock, Texas		Digital Media Marketing		Security Segment Texas Warehouse		Total
Assets held for sale:
Inventory	$	117	$	5	$	-	$	-	$	122
Other current assets		-		-		58		-		58
Property, plant and equipment, net		2,820		1,707		3		1,615		6,145
Intangible assets		5		-		-		-		5
Total assets	$	2,942	$	1,712	$	61	$	1,615	$	6,330
Liabilities related to assets held for sale:
Other current liabilities	$	-	$	-	$	103	$	-	$	103
Current portion of long-term debt		615		172		-		58		845
Long-term debt, net of current portion		114		524		-		495		1,133
Total liabilities	$	729	$	696	$	103	$	553	$	2,081