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Sale of NAC Subsidiary
3 Months Ended
Mar. 31, 2013
Sale of NAC Subsidiary  
Sale of NAC Subsidiary
2. SALE OF NAC SUBSIDIARY

On January 23, 2013, USEC entered into a stock purchase agreement (the "Stock Purchase Agreement") with Hitz Holdings U.S.A. Inc. ("Hitz"), a subsidiary of Hitachi Zosen Corporation ("Hitachi Zosen"). Pursuant to the Stock Purchase Agreement, on March 15, 2013, Hitz acquired all of the outstanding shares of USEC's wholly-owned subsidiary NAC International, Inc. ("NAC"). NAC was acquired by USEC in 2004 and provides transportation and storage systems for spent nuclear fuel and provides nuclear and energy consulting services.

The preliminary purchase price for NAC was $42.4 million, which is equal to $45 million less an estimated net working capital adjustment of $2.6 million. On March 15, 2013, Hitz paid USEC $39.9 million in cash, which is the preliminary purchase price of $42.4 million less an escrow account deposit by Hitz of $2.5 million. On April 23, 2013, Hitz paid USEC $3.3 million representing the final determination of the net working capital adjustment and the release to USEC of the $2.5 million escrow account deposit. USEC recorded a gain on the sale of $35.6 million in the first quarter of 2013, representing the final sale proceeds of $43.2 million less the net carrying amount of NAC assets and liabilities of $5.5 million (including goodwill of $6.8 million) and transaction costs of $2.1 million.

The following financial information related to NAC is segregated from continuing operations and reported as discontinued operations through the date of divestiture (in millions).

Three Months Ended
March 31,
2013
2012
Revenue
$ 13.7 $ 19.5
Cost of sales
11.8 17.4
Gross profit
1.9 2.1
Advanced technology costs
- 0.1
Selling, general and administrative
1.8 1.3
Operating income
0.1 0.7
Gain on sale of subsidiary
35.6 -
Income before income taxes
35.7 0.7
Provision for income taxes
14.0 0.2
Net income from discontinued operations
$ 21.7 $ 0.5