PERMA FIX ENVIRONMENTAL SERVICES INC - Quarter Report: 2008 June (Form 10-Q)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form
10-Q
x |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the quarterly period ended June
30, 2008
Or
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the transition period from ___________________ to
___________________
Commission
File No. 111596
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation or organization)
|
58-1954497
(IRS
Employer Identification Number)
|
|
8302
Dunwoody Place, Suite 250, Atlanta, GA
(Address
of principal executive offices)
|
30350
(Zip
Code)
|
(770)
587-9898
(Registrant's
telephone number)
|
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark whether the Registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
T
No
£
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
definition of "large accelerated filer,” “accelerated filer" and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer £ Accelerated
Filer T Non-accelerated
Filer £ Smaller
reporting company £
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes £
No
T
Indicate
the number of shares outstanding of each of the issuer's classes of Common
Stock, as of the close of the latest practical date.
Class
|
Outstanding
at August 4, 2008
|
|
Common
Stock, $.001 Par Value
|
53,762,850
|
|
shares
of registrant’s
|
||
Common
Stock
|
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
INDEX
|
Page No.
|
||||
PART
I
|
FINANCIAL
INFORMATION
|
||||
Item
1.
|
Condensed
Financial Statements
|
||||
Consolidated
Balance Sheets -
|
|||||
June
30, 2008 (unaudited) and December 31, 2007
|
1
|
||||
Consolidated
Statements of Operations -
|
|||||
Three
and Six Months Ended June 30, 2008 and 2007 (unaudited)
|
3
|
||||
Consolidated
Statements of Cash Flows -
|
|||||
Six
Months Ended June 30, 2008 and 2007 (unaudited)
|
4
|
||||
Consolidated
Statement of Stockholders' Equity -
|
|||||
Six
Months Ended June 30, 2008 (unaudited)
|
5
|
||||
|
Notes
to Consolidated Financial Statements
|
6
|
|||
Item
2.
|
Management's
Discussion and Analysis of
|
||||
Financial
Condition and Results of Operations
|
29
|
||||
Item
3.
|
Quantitative
and Qualitative Disclosures
|
||||
About
Market Risk
|
58
|
||||
Item
4.
|
Controls
and Procedures
|
59
|
|||
PART
II
|
OTHER
INFORMATION
|
||||
Item
1.
|
Legal
Proceedings
|
60
|
|||
Item
1A.
|
Risk
Factors
|
60
|
|||
Item
6.
|
Exhibits
|
61
|
PART
I - FINANCIAL INFORMATION
ITEM
1. - FINANCIAL STATEMENTS
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED
BALANCE SHEETS
June 30,
|
|||||||
2008
|
December 31,
|
||||||
(Amount
in Thousands, Except for Share Amounts)
|
(Unaudited)
|
2007
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
41
|
$
|
102
|
|||
Restricted
cash
|
35
|
35
|
|||||
Accounts
receivable, net of allowance for doubtful accounts of $126 and
$138,
respectively
|
9,086
|
13,536
|
|||||
Unbilled
receivables - current
|
9,358
|
10,321
|
|||||
Inventories
|
201
|
233
|
|||||
Prepaid
and other assets
|
1,756
|
3,170
|
|||||
Current
assets related to discontinued operations
|
1,998
|
5,197
|
|||||
Total
current assets
|
22,475
|
32,594
|
|||||
Property
and equipment:
|
|||||||
Buildings
and land
|
21,276
|
20,748
|
|||||
Equipment
|
31,245
|
31,140
|
|||||
Vehicles
|
141
|
141
|
|||||
Leasehold
improvements
|
11,462
|
11,457
|
|||||
Office
furniture and equipment
|
2,297
|
2,268
|
|||||
Construction-in-progress
|
996
|
1,639
|
|||||
67,417
|
67,393
|
||||||
Less
accumulated depreciation and amortization
|
(21,923
|
)
|
(20,084
|
)
|
|||
Net
property and equipment
|
45,494
|
47,309
|
|||||
Property
and equipment related to discontinued operations
|
3,521
|
6,775
|
|||||
Intangibles
and other long term assets:
|
|||||||
Permits
|
15,712
|
15,636
|
|||||
Goodwill
|
10,822
|
9,046
|
|||||
Unbilled
receivables – non-current
|
3,426
|
3,772
|
|||||
Finite
Risk Sinking Fund
|
8,791
|
6,034
|
|||||
Other
assets
|
2,249
|
2,496
|
|||||
Intangible
and other assets related to discontinued operations
|
1,190
|
2,369
|
|||||
Total
assets
|
$
|
113,680
|
$
|
126,031
|
The
accompanying notes are an integral part of these consolidated financial
statements.
1
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED
BALANCE SHEETS, CONTINUED
June 30,
|
|||||||
2008
|
December 31,
|
||||||
(Amount
in Thousands, Except for Share Amounts)
|
(Unaudited)
|
2007
|
|||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
7,432
|
$
|
5,010
|
|||
Current
environmental accrual
|
141
|
225
|
|||||
Accrued
expenses
|
7,872
|
9,207
|
|||||
Disposal/transportation
accrual
|
7,597
|
6,677
|
|||||
Unearned
revenue
|
2,455
|
4,978
|
|||||
Current
liabilities related to discontinued operations
|
3,553
|
8,359
|
|||||
Current
portion of long-term debt
|
3,289
|
15,292
|
|||||
Total
current liabilities
|
32,339
|
49,748
|
|||||
|
|||||||
Environmental
accruals
|
215
|
251
|
|||||
Accrued
closure costs
|
8,807
|
8,739
|
|||||
Other
long-term liabilities
|
432
|
966
|
|||||
Long-term
liabilities related to discontinued operations
|
2,745
|
3,590
|
|||||
Long-term
debt, less current portion
|
7,270
|
2,724
|
|||||
Total
long-term liabilities
|
19,469
|
16,270
|
|||||
|
|||||||
Total
liabilities
|
51,808
|
66,018
|
|||||
|
|||||||
Commitments
and Contingencies
|
|||||||
Preferred
Stock of subsidiary, $1.00 par value; 1,467,396 shares authorized,
1,284,730 shares issued and outstanding, liquidation value $1.00
per
share
|
1,285
|
1,285
|
|||||
|
|||||||
Stockholders'
equity:
|
|||||||
Preferred
Stock, $.001 par value; 2,000,000 shares authorized, no shares
issued and
outstanding
|
¾
|
¾
|
|||||
Common
Stock, $.001 par value; 75,000,000 shares authorized, 53,762,850
and
53,704,516 shares issued and outstanding, respectively
|
54
|
54
|
|||||
Additional
paid-in capital
|
96,716
|
96,409
|
|||||
Stock
subscription receivable
|
¾
|
(25
|
)
|
||||
Accumulated
deficit
|
(36,183
|
)
|
(37,710
|
)
|
|||
|
|||||||
Total
stockholders' equity
|
60,587
|
58,728
|
|||||
|
|||||||
Total
liabilities and stockholders' equity
|
$
|
113,680
|
$
|
126,031
|
The
accompanying notes are an integral part of these consolidated financial
statements.
2
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
|
Six Months Ended
|
||||||||||||
June 30,
|
June 30,
|
||||||||||||
(Amounts in Thousands, Except for Per Share Amounts)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Net
revenues
|
$
|
15,798
|
$
|
13,537
|
$
|
30,682
|
$
|
26,458
|
|||||
Cost
of goods sold
|
10,913
|
8,733
|
21,986
|
17,054
|
|||||||||
Gross
profit
|
4,885
|
4,804
|
8,696
|
9,404
|
|||||||||
Selling,
general and administrative expenses
|
3,996
|
3,759
|
7,803
|
7,474
|
|||||||||
Loss
on disposal of property and equipment
|
142
|
2
|
142
|
2
|
|||||||||
Income
from operations
|
747
|
1,043
|
751
|
1,928
|
|||||||||
Other
income (expense):
|
|||||||||||||
Interest
income
|
49
|
78
|
117
|
166
|
|||||||||
Interest
expense
|
(325
|
)
|
(272
|
)
|
(678
|
)
|
(473
|
)
|
|||||
Interest
expense-financing fees
|
(57
|
)
|
(48
|
)
|
(110
|
)
|
(96
|
)
|
|||||
Other
|
(12
|
)
|
9
|
(6
|
)
|
(7
|
)
|
||||||
Income
from continuing operations before taxes
|
402
|
810
|
74
|
1,518
|
|||||||||
Income
tax expense
|
3
|
58
|
3
|
183
|
|||||||||
Income
from continuing operations
|
399
|
752
|
71
|
1,335
|
|||||||||
(Loss)
income from discontinued operations, net of taxes
|
(49
|
)
|
470
|
(760
|
)
|
(1,197
|
)
|
||||||
Gain
on disposal of discontinued operations, net of taxes
|
108
|
¾
|
2,216
|
¾
|
|||||||||
Net
income applicable to Common Stockholders
|
$
|
458
|
$
|
1,222
|
$
|
1,527
|
$
|
138
|
|||||
Net income (loss) per common share – basic | |||||||||||||
Continuing
operations
|
$
|
.01
|
$
|
.01
|
$
|
¾
|
$
|
.02
|
|||||
Discontinued
operations
|
¾
|
.01
|
(.01
|
)
|
(.02
|
)
|
|||||||
Disposal
of discontinued operations
|
¾
|
¾
|
.04
|
¾
|
|||||||||
Net
income per common share
|
$
|
.01
|
$
|
.02
|
$
|
.03
|
$
|
¾
|
|||||
Net income (loss) per common share - diluted | |||||||||||||
Continuing
operations
|
$
|
.01
|
$
|
.01
|
$
|
¾
|
$
|
.02
|
|||||
Discontinued
operations
|
¾
|
.01
|
(.01
|
)
|
(.02
|
)
|
|||||||
Disposal
of discontinued operations
|
¾
|
¾
|
.04
|
¾
|
|||||||||
Net
income per common share
|
$
|
.01
|
$
|
.02
|
$
|
.03
|
$
|
¾
|
|||||
Number
of common shares used in computing net income (loss) per
share:
|
|||||||||||||
Basic
|
53,729
|
52,131
|
53,717
|
52,097
|
|||||||||
Diluted
|
54,173
|
53,601
|
54,035
|
53,333
|
The
accompanying notes are an integral part of these consolidated financial
statements.
3
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
|
|||||||
June 30,
|
|||||||
(Amounts
in Thousands)
|
2008
|
2007
|
|||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
1,527
|
$
|
138
|
|||
Less:
Income (loss) on discontinued operations (Note 8)
|
1,456
|
(1,197
|
)
|
||||
Income
from continuing operations
|
71
|
1,335
|
|||||
Adjustments
to reconcile net income (loss) to cash provided by
operations:
|
|||||||
Depreciation
and amortization
|
2,238
|
1,628
|
|||||
Provision
(benefit) for bad debt and other reserves
|
11
|
(41
|
)
|
||||
Loss
on disposal of property and equipment
|
142
|
2
|
|||||
Issuance
of common stock for services
|
28
|
25
|
|||||
Share
based compensation
|
184
|
162
|
|||||
Changes
in operating assets and liabilities of continuing operations, net
of
effect from business acquisitions:
|
|||||||
Accounts
receivable
|
4,438
|
1,276
|
|||||
Unbilled
receivables
|
1,309
|
(121
|
)
|
||||
Prepaid
expenses, inventories, and other assets
|
1,875
|
2,926
|
|||||
Accounts
payable, accrued expenses, and unearned revenue
|
(3,535
|
)
|
(596
|
)
|
|||
Cash
provided by continuing operations
|
6,761
|
6,596
|
|||||
Gain
on disposal of discontinued operations (Note 8)
|
(2,216
|
)
|
―
|
||||
Cash
used in discontinued operations
|
(819
|
)
|
(1,815
|
)
|
|||
Cash
provided by operating activities
|
3,726
|
4,781
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of property and equipment
|
(562
|
)
|
(1,627
|
)
|
|||
Proceeds
from sale of plant, property and equipment
|
―
|
4
|
|||||
Change
in finite risk sinking fund
|
(2,757
|
)
|
(1,115
|
)
|
|||
Cash
used for acquisition consideration, net of cash acquired
|
(14
|
)
|
(2,341
|
)
|
|||
Cash
used in investing activities of continuing operations
|
(3,333
|
)
|
(5,079
|
)
|
|||
Proceeds
from sale of discontinued operations (Note 8)
|
7,131
|
―
|
|||||
Cash
provided by (used in) discontinued operations
|
20
|
(322
|
)
|
||||
Net
cash provided by (used in) investing activities
|
3,818
|
(5,401
|
)
|
||||
Cash
flows from financing activities:
|
|||||||
Net
(repayments) borrowing of revolving credit
|
(1,435
|
)
|
4,452
|
||||
Principal
repayments of long term debt
|
(6,021
|
)
|
(6,482
|
)
|
|||
Proceeds
from issuance of stock
|
95
|
359
|
|||||
Repayment
of stock subscription receivable
|
25
|
27
|
|||||
Cash
used in financing activities of continuing operations
|
(7,336
|
)
|
(1,644
|
)
|
|||
Principal
repayment of long-term debt for discontinued operations
|
(269
|
)
|
(204
|
)
|
|||
Cash
used in financing activities
|
(7,605
|
)
|
(1,848
|
)
|
|||
Decrease
in cash
|
(61
|
)
|
(2,468
|
)
|
|||
Cash
at beginning of period
|
102
|
2,528
|
|||||
Cash
at end of period
|
$
|
41
|
$
|
60
|
|||
Supplemental
disclosure:
|
|||||||
Interest
paid
|
$
|
713
|
$
|
420
|
|||
Income
taxes paid
|
3
|
―
|
|||||
Non-cash
investing and financing activities:
|
|||||||
Long-term
debt incurred for purchase of property and equipment
|
―
|
603
|
The
accompanying notes are an integral part of these consolidated financial
statements.
4
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited,
for the six months ended June 30, 2008)
(Amounts
in thousands,
|
Common Stock
|
Additional
|
Stock
Subscription |
Accumulated
|
Total
Stockholders' |
||||||||||||||
except
for share amounts)
|
Shares
|
Amount
|
Paid-In Capital
|
Receivable |
Deficit
|
Equity
|
|||||||||||||
Balance
at December 31, 2007
|
53,704,516
|
$
|
54
|
$
|
96,409
|
$
|
(25
|
)
|
$
|
(37,710
|
)
|
$
|
58,728
|
||||||
Net
income
|
—
|
—
|
—
|
—
|
1,527
|
1,527
|
|||||||||||||
Issuance
of Common Stock for services
|
—
|
—
|
28
|
—
|
—
|
28
|
|||||||||||||
Issuance
of Common Stock upon exercise of Options
|
58,334
|
—
|
95
|
—
|
—
|
95
|
|||||||||||||
Share
based compensation
|
—
|
—
|
184
|
—
|
—
|
184
|
|||||||||||||
Repayment
of stock subscription receivable
|
—
|
—
|
—
|
25
|
—
|
25
|
|||||||||||||
Balance
at June 30, 2008
|
53,762,850
|
$
|
54
|
$
|
96,716
|
$
|
—
|
$
|
(36,183
|
)
|
$
|
60,587
|
The
accompanying notes are an integral part of these consolidated financial
statements.
5
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2008
(Unaudited)
Reference
is made herein to the notes to consolidated financial statements included
in our
Annual Report on Form 10-K and Form 10-K/A for the year ended December 31,
2007.
1.
|
Basis
of Presentation
|
The
consolidated financial statements included herein have been prepared by the
Company (which may be referred to as we, us or our), without an audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles (“GAAP”) in
the United States of America have been condensed or omitted pursuant to such
rules and regulations, although the Company believes the disclosures which
are
made are adequate to make the information presented not misleading. Further,
the
consolidated financial statements reflect, in the opinion of management,
all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position and results of operations as of and
for
the periods indicated. The results of operations for the six months ended
June
30, 2008, are not necessarily indicative of results to be expected for the
fiscal year ending December 31, 2008.
It
is
suggested that these consolidated financial statements be read in conjunction
with the consolidated financial statements and the notes thereto included
in the
Company's Annual Report on Form 10-K and Form 10-K/A for the year ended December
31, 2007.
As
previously disclosed, on May 18, 2007, our Board of Directors authorized
the
divestiture of our Industrial Segment. Our Industrial Segment provides
treatment, storage, processing, and disposal of hazardous and non-hazardous
waste, wastewater management services, and environmental services, which
includes emergency response, vacuum services, marine environmental, and other
remediation services. The decision to sell our Industrial Segment was based
on
our belief that our Nuclear Segment represents a sustainable long-term growth
driver of our business. We have completed the sale of the following
facilities/operations within our Industrial Segment as follows: on January
8,
2008, we completed the sale of substantially all of the assets of Perma-Fix
Maryland, Inc. (“PFMD”) for $3,825,000 in cash, subject to a working capital
adjustment during 2008, and assumption by the buyer of certain liabilities
of
PFMD. As of the date of this report, no working capital adjustment has been
made
on the sale of PFMD. We anticipate that if there will be a working capital
adjustment made on the sale of PFMD, it will be completed by the third quarter
of 2008; on March 14, 2008, we completed the sale of substantially all of
the
assets of Perma-Fix of Dayton, Inc. (“PFD”) for approximately $2,143,000 in
cash, subject to certain working capital adjustments after the closing, plus
assumption by the buyer of certain of PFD’s liabilities and obligations. In June
2008, we paid the buyer approximately $209,000 due to certain working capital
adjustment. We do not anticipate making any further working capital adjustments
on the sale of PFD; and on May 30, 2008, we completed the sale of substantially
all of the assets of Perma-Fix Treatment Services, Inc. (“PFTS”) for
approximately $1,503,000, subject to working capital adjustment during 2008,
and
assumption by the buyer of certain liabilities of PFTS. In July 2008, we
paid
the buyer approximately $135,000 in final working capital adjustments. (See
“–
Discontinued Operations and Divestiture” in this section for accounting
treatment of the divestitures and subsequent working capital adjustments).
As
previously disclosed, we have been negotiating the sale of Perma-Fix of South
Georgia (“PFSG”) with a potential buyer and had anticipated completing the sale
in the third quarter 2008; however, we were not able to come to terms on
the
sale of PFSG with this potential buyer and negotiation has since been broken
off. We continue to market and have discussions with potential buyers who
are
interested in the remaining facilities/operations within our Industrial Segment
but as of the date of this report, we have not entered into any agreements
regarding these other remaining companies or operations within our Industrial
Segment.
6
At
May
25, 2007, the Industrial Segment met the held for sale criteria under Statement
of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”, and therefore, certain assets and
liabilities of the Industrial Segment are reclassified as discontinued
operations in the Consolidated Balance Sheets, and we have ceased depreciation
of the Industrial Segment’s long-lived assets classified as held for sale. In
accordance with SFAS No. 144, the long-lived assets have been written down
to
fair value less anticipated selling costs. As of June 30, 2008, we have recorded
$6,367,000 in impairment charges, all of which were included in “loss from
discontinued operations, net of taxes” on our Consolidated Statement of
Operations for the year ended December 31, 2007. The results of operations
and
cash flows of the Industrial Segment have been reported in the Consolidated
Financial Statements as discontinued operations for all periods presented.
The
criteria which the Company based its decision in reclassifying its Industrial
Segment as discontinued operations is as follows: (1) the Company has the
ability and authority to sell the facilities within the Industrial Segment;
(2)
the facilities are available for sale in its present condition; (3) the sale
of
the facilities is probable and is expected to occur within one year, subject
to
certain circumstances; (4) the facilities are being actively marketed at
its
fair value; and (5) the Company’s actions to finalize the disposal of the
facilities are unlikely to change significantly.
We
believe the divestiture of certain facilities within our Industrial Segment
has
not occurred within the anticipated time period due to the current state
of our
economy which has impacted potential buyers’ ability to obtain financing.
Originally, we had planned to sell the majority of companies that comprised
the
Industrial Segment together; however, that plan did not materialize as expected.
We have since sold certain facilities individually and are marketing and
attempting to sell the remaining facilities/operations within our Industrial
Segment.
2.
|
Summary
of Significant Accounting
Policies
|
Our
accounting policies are as set forth in the notes to consolidated financial
statements referred to above.
Recent
Accounting Pronouncements
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value
Measurements”. SFAS 157 simplifies and codifies guidance on fair value
measurements under generally accepted accounting principles. This standard
defines fair value, establishes a framework for measuring fair value, and
prescribes expanded disclosures about fair value measurements. In February
2008,
the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement
No. 157” (“FSP FAS 157-2”), which delays the effective date of SFAS 157 for
certain non-financial assets and non-financial liabilities. SFAS 157 is
effective for financial assets and liabilities in fiscal years beginning
after
November 15, 2007 and for non-financial assets and liabilities in fiscal
years beginning after March 15, 2008. We have evaluated the impact of the
provisions applicable to our financial assets and liabilities and have
determined that there is no current impact on our financial condition, results
of operations, and cash flow. The aspects that have been deferred by FSP
FAS
157-2 pertaining to non-financial assets and non-financial liabilities will
be
effective for us beginning January 1, 2009. We are currently evaluating the
impact of SFAS 157 for non-financial assets and liabilities on the Company’s
financial position and results of operations.
In
September 2006, the FASB issued Statement No. 158, “Employer’s Accounting for
Defined Benefit Pension and Other Postretirement Plan – an amendment of FASB
Statement No. 87, 88, 106, and 132”. SFAS requires an employer to recognize the
overfunded or underfunded status of a defined benefit postretirement plan
as an
asset or liability in its statement of financial position and recognize changes
in the funded status in the year in which the changes occur. SFAS 158 is
effective for fiscal years ending December 15, 2006. SFAS 158 did not have
a
material effect on our financial condition, result of operations, and cash
flows.
7
In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”. SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value.
The
objective is to improve financial reporting by providing entities with the
opportunities to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex
hedge
accounting provisions. SFAS 159 is expected to expand the use of fair value
measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. SFAS 159 is effective
as of
the beginning of an entity’s first fiscal year that begins after November 15,
2007. If the fair value option is elected, the effect of the first
re-measurement to fair value is reported as a cumulative effect adjustment
to
the opening balance of retained earnings. In the event the Company elects
the
fair value option pursuant to this standard, the valuations of certain assets
and liabilities may be impacted. This statement is applied prospectively
upon
adoption. We have evaluated the impact of the provisions of SFAS 159 and
have
determined that there will not be a material impact on our consolidated
financial statements.
In
December 2007, the FASB issued SFAS No. 141R, Business
Combinations.
SFAS
No. 141R establishes principles and requirements for how the acquirer of
a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest
in the
acquiree. The statement also provides guidance for recognizing and measuring
the
goodwill acquired in the business combination and determines what information
to
disclose to enable users of the financial statements to evaluate the nature
and
financial effects of the business combination. SFAS No. 141R is effective
for
financial statements issued for fiscal years beginning after December 15,
2008.
Accordingly, any business combinations the Company engages in will be recorded
and disclosed following existing GAAP until December 31, 2008. The Company
expects SFAS No. 141R will have an impact on its consolidated financial
statements when effective, but the nature and magnitude of the specific effects
will depend upon the nature, terms and size of acquisitions it consummates
after
the effect date. The Company is still assessing the impact of this standard
on
its future consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB
51.
SFAS
No. 160 changes the accounting and reporting for minority interest. Minority
interest will be recharacterized as noncontrolling interest and will be reported
as a component of equity separate from the parent’s equity, and purchases or
sales of equity interest that do not result in a change in control will be
accounted for as equity transactions. In addition, net income attributable
to
the noncontrolling interest will be included in consolidated net income on
the
face of the income statement and upon a loss of control, the interest sold,
as
well as any interest retained, will be recorded at fair value with any gain
or
loss recognized in earnings. SFAS No. 160 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim period
within those fiscal years, except for the presentation and disclosure
requirements, which will apply retrospectively. This standard is not expected
to
have as material impact on the Company’s future consolidated financial
statements.
In
December 2007, the SEC issued SAB No. 110, which expressed the views of the
staff regarding the use of a “simplified” method, as discussed in SAB No. 107,
in developing an estimate of expected term of “plain vanilla” share options in
accordance with SFAS No. 123R, Share-Based
Payment. In
particular, the staff indicated in SAB No. 107 that it will accept a company’s
election to use the simplified method, regardless of whether the Company
has
sufficient information to make more refined estimates of expected term. At
the
time SAB No. 107 was issued, the staff believed that more detailed external
information about employee exercise behavior would, over time, become readily
available to companies. Therefore, the SEC staff stated in SAB No. 107 that
it
would not expect a company to use the simplified method for share option
grants
after December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available by December
31,
2007. Accordingly, SAB No. 110 states that the staff will continue to accept,
under certain circumstances, the use of the simplified method beyond December
31, 2007. The Company does not expect the adoption of SAB No. 110 to have
material effect on its operations or financial position.
8
In
March 2008, the Financial Accounting Standards Board (the “FASB”) issued
Statement of Financial Accounting Standards No. 161 (“SFAS 161”),
“Disclosures about Derivative Instruments and Hedging Activities”. SFAS 161
amends and expands the disclosure requirements of Statement of Financial
Accounting Standards No. 133, (“SFAS 133”), “Accounting for Derivative
Instruments and Hedging Activities”, and requires qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures about
fair value amounts of and gains and losses on derivative instruments, and
disclosures about credit-risk-related contingent features in derivative
agreements. SFAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company does not expect this standard to have a
material impact on the Company’s future consolidated statements.
In
April
2008, the FASB issued FSP No. 142-3,
Determination of the Useful Life of Intangible Assets
(“FSP
FAS 142-3”), which amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under FASB Statement No. 142,
Goodwill and Other Intangible Assets
(“SFAS
142”). The intent of FSP FAS 142-3 is to improve the consistency
between the useful life of a recognized intangible asset under SFAS 142 and
the
period of expected cash flows used to measure the fair value of the asset under
SFAS 141(R) and other U.S. generally accepted accounting
principles. FSP FAS 142-3 requires an entity to disclose information
for a recognized intangible asset that enables users of the financial statements
to assess the extent to which the expected future cash flows associated with
the
asset are affected by the entity’s intent and/or ability to renew or extend the
arrangement. FSP FAS 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The Company does not expect the adoption
of FSP FAS 142-3 to have a material impact on the Company’s financial position
or results of operations.
In
May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS No. 162). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in
the
preparation of financial statements. SFAS No. 162 is effective 60 days following
the SEC’s approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles”. The implementation of this standard will not
have a material impact on our consolidated financial position and results of
operations.
In
June
2008, the FASB ratified EITF Issue No. 08-3, “Accounting for Lessees for
Maintenance Deposits Under Lease Arrangement” (EITF 08-3). EITF 08-3 provides
guidance on the accounting of nonrefundable maintenance deposits. It also
provides revenue recognition accounting guidance for the lessor. EITF 08-3
is
effective for fiscal years beginning after December 15, 2008. The Company is
currently assessing the impact of EITF 08-3 on its consolidated financial
position and results of operations.
In
June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (EITF 07-5). EITF
07-5 provides that an entity should use a two step approach to evaluate whether
an equity-linked financial instrument (or embedded feature) is indexed to its
own stock, including the instrument’s contingent exercise and settlement
provisions. It also clarifies on the impact of foreign currency denominated
strike prices and market-based employee stock option valuation instruments
on
the evaluation. EITF 07-5 is effective for fiscal year beginning and after
December 15, 2008. The Company does not expect EITF 07-5 to have a material
impact on the Company’s future consolidated financial statements.
Reclassifications
Certain
prior period amounts have been reclassified to conform with the current period
presentation.
9
3.
|
Stock
Based Compensation
|
We
follow
the provisions of Financial Accounting Standards Board (“FASB”) Statement
No. 123 (revised) ("SFAS 123R"), Share-Based
Payment,
a
revision of FASB Statement No. 123, Accounting
for Stock-Based Compensation,
superseding APB Opinion No. 25, Accounting
for Stock Issued to Employees, and
its
related implementation guidance. This Statement establishes accounting standards
for entity exchanges of equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
SFAS 123R requires all share-based payments to employees, including grants
of employee stock options, to be recognized in the income statement based on
their fair values.
Effective
January 1, 2006, we adopted SFAS 123R utilizing the modified prospective
method in which compensation cost is recognized beginning with the effective
date based on SFAS 123R requirements for all (a) share-based payments
granted after the effective date and (b) awards granted to employees prior
to the effective date of SFAS 123R that remain unvested on the effective
date. In accordance with the modified prospective method, the consolidated
financial statements for prior periods have not been restated to reflect, and
do
not include, the impact of SFAS 123R.
As
of
June 30, 2008, we had 1,893,858 employee stock options outstanding, which
included 1,178,859 that were outstanding and fully vested at December 31, 2005,
681,666 of the 878,000 employee stock options approved and granted on March
2,
2006, of which 450,999 are vested as of June 30, 2008, and 33,333 of the 100,000
employee stock options approved and granted on May 15, 2006, of which 33,334
became vested on May 15, 2008 and were exercised on May 20, 2008 and 33,333
were
exercised on May 15, 2007. The weighted average exercise price of the 1,629,858
outstanding and fully vested employee stock options is $1.85 with a weighted
contractual life of 3.54 years. The employee stock options outstanding at
December 31, 2005 are ten year options, issuable at exercise prices from $1.25
to $2.19 per share, with expiration dates from October 14, 2008 to October
28,
2014. The employee stock option grants in March and May 2006 are six year
options with a three year vesting period, with exercise prices from $1.85 to
$1.86 per share. Additionally, we also have 561,000 outstanding and fully vested
director stock options, of which 102,000 became fully vested in February 2008,
with exercise price ranging from $1.22 to $2.98 per share and expiration dates
from June 1, 2009 to August 2, 2017. The 102,000 director stock options which
became vested in February 2008 were granted on August 2, 2007, resulting from
the reelection of our Board of Directors. The weighted average exercise price
of
the 561,000 outstanding and fully vested director stock option is $2.16 with
a
weighted contractual life of 6.18 years. We have not granted any employee or
director stock options for the six months ended June 30, 2008.
We
recognized share based compensation expense of approximately $59,000 and
$141,000 for the three and six months ended June 30, 2008, respectively, for
the
employee stock options grants of March 2, 2006 and May 15, 2006, as compared
to
approximately $51,000 and $138,000 for the corresponding period ended June
30,
2007. For the stock option grants on March 2, 2006 and May 15, 2006, we have
estimated compensation expense based on the fair value at grant date using
the
Black-Scholes valuation model, and have recognized compensation expense using
a
straight-line amortization method over the three year vesting period. We also
recognized the remaining share based compensation expense of approximately
$43,000 in the first quarter of 2008 for the 102,000 director option grant
made
on August 2, 2007, which became vested in February 2008 as compared to
approximately $24,000 for the first quarter of 2007 for the 90,000 director
option grant made on July 27, 2006, which became vested in January 2007. Total
share based compensation expense for our director and employee options impacted
our results of operations for the three and six months ended June 30, 2008
by
approximately $59,000 and $184,000 as compared to approximately $51,000 and
$162,000, respectively for the corresponding period ended June 30, 2007. As
SFAS
123R requires that stock based compensation be based on options that are
ultimately expected to vest, we have estimated forfeiture rate of 7.7% for
our
final third year of vesting on the March 2, 2006 employee grant. We have
estimated 0% forfeiture rate for our May 15, 2006 employee option grant,
director stock option grants of July 27, 2006, and director stock option grants
of August 2, 2007. Our estimated forfeiture rate is based on trends of actual
option forfeitures. We have approximately $198,000 of total unrecognized
compensation cost related to unvested options as of June 30, 2008, of which
$112,000 is expected to be recognized in remaining 2008 and the remaining
$86,000 in 2009.
10
For
the
director option grant of August 2, 2007, we calculated a fair value of $2.30
for
each option grant with the following assumptions using the Black-Scholes option
pricing model: no dividend yield; an expected life of ten years; an expected
volatility of 67.60%; and a risk free interest rate of 4.77%. We calculated
a
fair value of $0.868 for each March 2, 2006 option grant on the date of grant
with the following assumptions: no dividend yield; an expected life of four
years; expected volatility of 54.0%; and a risk free interest rate of 4.70%.
We
calculated a fair value of $0.877 for each May 15, 2006 option grant on the
date
of grant with the following assumptions: no dividend yield; an expected life
of
four years; an expected volatility of 54.6%; and a risk-free interest rate
of
5.03%. We calculated a fair value of $1.742 for each July 27, 2006 director
option grant on the date of the grant with the following assumptions: no
dividend yield; an expected life of ten years; an expected volatility of 73.31%;
and a risk free interest rate of 4.98%.
Our
computation of expected volatility is based on historical volatility from our
traded common stock. Due to our change in the contractual term and vesting
period, we utilized the simplified method, defined in the Securities and
Exchange Commission’s Staff Accounting Bulletin No. 107, to calculate the
expected term for our 2006 employee grants. The expected term for our 2006
and
2007 director grants were calculated based on historical trend. The interest
rate for periods within the contractual life of the award is based on the
U.S. Treasury yield curve in effect at the time of grant.
11
4.
|
Earnings
(Loss) Per Share
|
Basic
earning per share excludes any dilutive effects of stock options, warrants,
and
convertible preferred stock. In periods where they are anti-dilutive, such
amounts are excluded from the calculations of dilutive earnings per share.
The
following is a reconciliation of basic net income (loss) per share to diluted
net income (loss) per share for the three and six months ended June 30, 2008
and
2007:
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||||||||||||
(Unaudited)
|
(Unaudited)
|
||||||||||||
(Amounts in Thousands, Except for Per Share Amounts)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Earnings per
share from continuing operations
|
|||||||||||||
Income
from continuing operations applicable to
Common
Stockholders
|
$
|
399
|
$
|
752
|
71
|
$
|
1,335
|
||||||
Basic
income per share
|
$
|
.01
|
$
|
.01
|
—
|
$
|
.02
|
||||||
Diluted
income per share
|
$
|
.01
|
$
|
.01
|
—
|
$
|
.02
|
||||||
(Loss)
income per share from discontinued operations
|
|||||||||||||
(Loss)
income from discontinued operations
|
$
|
(49
|
)
|
$
|
470
|
(760
|
)
|
$
|
(1,197
|
)
|
|||
Basic
income (loss) per share
|
$
|
—
|
$
|
.01
|
(.01
|
)
|
$
|
(.02
|
)
|
||||
Diluted
income (loss) per share
|
$
|
—
|
$
|
.01
|
(.01
|
)
|
$
|
(.02
|
)
|
||||
Income
per share from disposal of discontinued operations
|
|||||||||||||
Gain
on disposal of discontinued operations
|
$
|
108
|
$
|
—
|
2,216
|
$
|
—
|
||||||
Basic
income per share
|
$
|
—
|
$
|
—
|
.04
|
$
|
—
|
||||||
Diluted
income per share
|
$
|
—
|
$
|
—
|
.04
|
$
|
—
|
||||||
Weighted
average common shares outstanding – basic
|
53,729
|
52,131
|
53,717
|
52,097
|
|||||||||
Potential
shares exercisable under stock option plans
|
444
|
882
|
318
|
711
|
|||||||||
Potential
shares upon exercise of Warrants
|
—
|
588
|
—
|
525
|
|||||||||
Weighted
average shares outstanding – diluted
|
54,173
|
53,601
|
54,035
|
53,333
|
|||||||||
Potential
shares excluded from above weighted average share calculations
due to
their anti-dilutive effect include:
|
|||||||||||||
Upon
exercise of options
|
172
|
115
|
740
|
155
|
12
5.
|
Long
Term Debt
|
Long-term
debt consists of the following at June 30, 2008 and December 31,
2007:
(Unaudited)
|
|||||||
June 30,
|
December 31,
|
||||||
(Amounts in Thousands)
|
2008
|
2007
|
|||||
Revolving
Credit facility dated December 22, 2000, borrowings based upon
eligible accounts receivable, subject to monthly borrowing base
calculation, variable interest paid monthly at prime rate plus
½% (5.50%
at June 30, 2008), balance due in July 2012.
|
$
|
5,415
|
$
|
6,851
|
|||
Term
Loan dated December 22, 2000, payable in equal monthly
installments of principal of $83, balance due in July 2012, variable
interest paid monthly at prime rate plus 1% (6.00% at June 30,
2008).
|
—
|
4,500
|
|||||
Promissory
Note dated June 25, 2001, payable in semiannual installments
on
June 30 and December 31 through December 31, 2008, variable interest
accrues at the applicable law rate determined under the IRS Code
Section
(8.0% on June 30, 2008) and is payable in one lump sum at the end
of
installment period.
|
235
|
635
|
|||||
Promissory Note
dated June 25, 2007, payable in monthly installments of principal
of $160
starting July 2007 and $173 starting July 2008, variable interest
paid
monthly at prime rate plus 1.125% (6.125% at June 30,
2008)
|
2,079
|
3,039
|
|||||
Installment
Agreement in the Agreement and Plan of Merger with Nuvotec and
PEcoS, dated April 27, 2007, payable in three equal yearly installment
of
principal of $833 beginning June 2009. Interest accrues at annual
rate of
8.25% on outstanding principal balance starting June 2007 and payable
yearly starting June 2008
|
2,500
|
2,500
|
|||||
Installment
Agreement dated June 25, 2001, payable in semiannual installments
on June 30 and December 31 through December 31, 2008,variable interest
accrues at the applicable law rate determined under the Internal
Revenue
Code Section (8.0% on June 30, 2008) and is payable in one lump
sum at the
end of installment period.
|
53
|
153
|
|||||
Various
capital lease and promissory note obligations, payable 2008 to
2012,
interest at rates ranging from 5.0% to 12.6%.
|
463
|
1,158
|
|||||
10,745
|
18,836
|
||||||
Less
current portion of long-term debt
|
3,289
|
15,292
|
|||||
Less
long-term debt related to assets held for sale
|
186
|
820
|
|||||
$
|
7,270
|
$
|
2,724
|
Revolving
Credit and Term Loan Agreement
On
December 22, 2000, we entered into a Revolving Credit, Term Loan and Security
Agreement ("Agreement") with PNC Bank, National Association, a national banking
association ("PNC") acting as agent ("Agent") for lenders, and as issuing bank,
as amended. The Agreement provides for a term loan ("Term Loan") in the amount
of $7,000,000, which requires monthly installments of $83,000 with the remaining
unpaid principal balance due on September 30, 2009. The Agreement also provides
for a revolving line of credit ("Revolving Credit") with a maximum principal
amount outstanding at any one time of $18,000,000, as amended. The Revolving
Credit advances are subject to limitations of an amount up to the sum of (a)
up
to 85% of Commercial Receivables aged 90 days or less from invoice date, (b)
up
to 85% of Commercial Broker Receivables aged up to 120 days from invoice date,
(c) up to 85% of acceptable Government Agency Receivables aged up to 150 days
from invoice date, and (d) up to 50% of acceptable unbilled amounts aged up
to
60 days, less (e) reserves the Agent reasonably deems proper and necessary.
As
of June 30, 2008, the excess availability under our Revolving Credit was
$4,481,000 based on our eligible receivables.
13
Pursuant
to the Agreement, as amended, the Term Loan bears interest at a floating rate
equal to the prime rate plus 1%, and the Revolving Credit at a floating rate
equal to the prime rate plus ½%. The Agreement was subject to a prepayment fee
of 1% until March 25, 2006, and ½% until March 25, 2007 had we elected to
terminate the Agreement with PNC.
On
March
26, 2008, we entered into Amendment No. 10 with PNC, which extended the due
date
of the $25 million credit facility from November 27, 2008 to September 30,
2009.
This amendment also waived the Company’s violation of the fixed charge coverage
ratio as of December 31, 2007 and revised and modified the method of calculating
the fixed charge coverage ratio covenant contained in the loan agreement in
each
quarter of 2008. Pursuant to the amendment, we may terminate the agreement
upon
60 days’ prior written notice upon payment in full of the obligation. As a
condition to this amendment, we paid PNC a fee of $25,000.
On
July
25, 2008, we entered into Amendment No. 11 with PNC which extended the
additional $2,000,000 of availability via a sub-facility resulting from the
acquisition of Nuvotec (n/k/a Perma-fix Northwest, Inc.) and PEcoS (n/k/a
Perma-Fix Northwest Richland, Inc.) within our secured revolver loan, pursuant
to Amendment No. 6, dated June 12, 2007 to the earlier of August 30, 2008 or
the
date that our Revolving Credit, Term Loan and Security Agreement is restructured
with PNC.
On
August
4, 2008, we entered into Amendment No. 12 with PNC. Pursuant to Amendment No.
12, PNC renewed and extended our credit facility by increasing our term loan
back up to $7.0 million from the current principal outstanding balance of $0,
with the revolving line of credit remaining at $18,000,000. Under Amendment
No.
12, the due date of the $25 million credit facility is extended through July
31,
2012. The Term Loan continues to be payable in monthly installments of
approximately $83,000, plus accrued interest, with the remaining unpaid
principal balance and accrued interest, payable by July 31, 2012. Pursuant
to
the Amendment No. 12, we may terminate the agreement upon 90 days’ prior written
notice upon payment in full of the obligation. We agreed to pay PNC 1% of the
total financing fees in the event we pay off our obligations on or prior to
August 4, 2009 and 1/2% of the total financing fees if we pay off our
obligations on or after August 5, 2009 but prior to August 4, 2010. No early
termination fee shall apply if we pay off our obligation after August 5, 2010.
As part of Amendment No. 12, we agreed to grant mortgages to PNC as to certain
of our facilities not previously granted to PNC under the Agreement. Amendment
No. 12 also terminated the $2,000,000 of availability pursuant to Amendment
No.
11 noted above in its entirety. All other terms and conditions to the credit
facility remain principally unchanged. The $7.0 million in loan proceeds will
be
used to reduce our revolver balance and our current liabilities. As a condition
of Amendment No. 12, we agreed to pay PNC a fee of $120,000.
Promissory
Note
In
conjunction with our acquisition of M&EC, M&EC issued a promissory note
for a principal amount of $3.7 million to Performance Development Corporation
(“PDC”), dated June 25, 2001, for monies advanced to M&EC for certain
services performed by PDC. The promissory note is payable over eight years
on a
semiannual basis on June 30 and December 31. The note is due on December 31,
2008, with the final principal repayment of $235,000 to be made by December
31,
2008. Interest is accrued at the applicable law rate (“Applicable Rate”)
pursuant to the provisions of section 6621 of the Internal Revenue Code of
1986
as amended (8.0% on June 30, 2008) and payable in one lump sum at the end of
the
loan period. On June 30, 2008, the outstanding balance was $2,442,000 including
accrued interest of approximately $2,207,000. PDC has directed M&EC to make
all payments under the promissory note directly to the IRS to be applied to
PDC's obligations under its installment agreement with the IRS.
14
In
conjunction with our acquisition of Nuvotec (n/k/a Perma-Fix of Northwest,
Inc.
- “PFNW”) and PEcoS (n/k/a Perma-Fix of Northwest Richland, Inc. - “PFNWR”),
which was completed on June 13, 2007, we entered into a promissory note for
a
principal amount of $4.0 million to KeyBank National Association, dated June
13,
2007, which represents debt assumed by us as result of the acquisition. The
promissory note is payable over a two years period with monthly principal
repayment of $160,000 starting July 2007 and $173,000 starting July 2008, along
with accrued interest. Interest is accrued at prime rate plus 1.125%. On June
30, 2008, the outstanding principal balance was $2,079,000. This note is
collateralized by the assets of PFNWR as agreed to by PNC Bank and the Company.
Installment
Agreement
Additionally,
M&EC entered into an installment agreement with the Internal Revenue Service
(“IRS”) for a principal amount of $923,000 effective June 25, 2001, for certain
withholding taxes owed by M&EC. The installment agreement is payable over
eight years on a semiannual basis on June 30 and December 31. The agreement
is
due on December 31, 2008, with final principal repayments of approximately
$53,000 to be made by December 31, 2008. Interest is accrued at the Applicable
Rate, and is adjusted on a quarterly basis and payable in lump sum at the end
of
the installment period. On June 30, 2008, the rate was 8.0%. On June 30, 2008,
the outstanding balance was $586,000 including accrued interest of approximately
$533,000.
Additionally,
in conjunction with our acquisition of PFNW and PFNWR, we agreed to pay
shareholders of Nuvotec that qualified as accredited investors pursuant to
Rule
501 of Regulation D promulgated under the Securities Act of 1933, $2.5 million,
with principal payable in equal installment of $833,333 on June 30, 2009, June
30, 2010, and June 30, 2011. Interest is accrued on outstanding principal
balance at 8.25% starting in June 2007 and is payable on June 30, 2008, June
30,
2009, June 30, 2010, and June 30, 2011. Interest paid as of June 30, 2008
totaled $216,000. $833,333 of the principal balance was reclassified to current
from long term on our consolidated balance sheet as of June 30, 2008.
6.
|
Commitments
and Contingencies
|
Hazardous
Waste
In
connection with our waste management services, we handle both hazardous and
non-hazardous waste, which we transport to our own, or other facilities for
destruction or disposal. As a result of disposing of hazardous substances,
in
the event any cleanup is required, we could be a potentially responsible party
for the costs of the cleanup notwithstanding any absence of fault on our
part.
Legal
In
the
normal course of conducting our business, we are involved in various
litigations.
Perma-Fix
of Orlando, Inc. (“PFO”)
In
2007,
PFO was named as a defendant in four cases related to a series of toxic tort
cases, the “Brottem Litigation” that are pending in the Circuit Court of
Seminole County, Florida. All of the cases involve allegations of toxic chemical
exposure at a former telecommunications manufacturing facility located in Lake
Mary, Florida, known generally as the “Rinehart Road Plant”. PFO is presently a
defendant, together with numerous other defendants, in the following four cases:
Brottem
v. Siemens, et al.; Canada v. Siemens et al.; Bennett v. Siemens et
al.
and the
recently filed Culbreath
v. Siemens et al.
All of
the cases seek unspecified money damages for alleged personal injuries or
wrongful death. With the exception of PFO, the named defendants are all present
or former owners of the subject property, including several prominent
manufacturers that operated the Rinehart Road Plant. The allegations in all
of
the cases are essentially identical.
The
basic
allegations are that PFO provided “industrial waste management services” to the
Defendants and that PFO negligently “failed to prevent” the discharge of toxic
chemicals or negligently “failed to warn” the plaintiffs about the dangers
presented by the improper handling and disposal of chemicals at the facility.
The complaints make no attempt to specify the time and manner of the alleged
exposures in connection with PFO’s “industrial waste management services.” PFO
has moved to dismiss for failure to state a cause of action.
15
In
June
2008, the Circuit Court of Seminole County, Florida dismissed all of the
claims made by the plaintiffs against PFO. On July 2, 2008 each of the
plaintiffs filed amended complaints against all defendants, except PFO.
Since the plaintiffs have elected not to amend the complaints against PFO,
each
of these cases against PFO has now been favorably concluded.
Perma-Fix
of Dayton (“PFD”), Perma-Fix of Florida (“PFF”), Perma-Fix of Orlando (“PFO”),
Perma-Fix of South Georgia (“PFSG”), and Perma-Fix of Memphis
(“PFM”)
In
May
2007, the above facilities were named Partially Responsible Parties (“PRPs”) at
the Marine Shale Superfund site in St. Mary Parish, Louisiana (“Site”).
Information provided by the EPA indicates that, from 1985 through 1996, the
Perma-Fix facilities above were responsible for shipping 2.8% of the total
waste
volume received by Marine Shale. Subject to finalization of this estimate by
the
PRP group, PFF, PFO and PFD could be considered de-minimus at .06%, .07% and
.28% respectively. PFSG and PFM would be major at 1.12% and 1.27% respectively.
However, at this time the contributions of all facilities are
consolidated.
As
of the
date of this report, Louisiana DEQ (“LDEQ”) has collected approximately $8.4
million for the remediation of the site and is proceeding with the remediation
of the site. The EPA’s unofficial estimate to remediate the site is between $9
and $12 million; however, based on preliminary outside consulting work hired
by
the PRP group, which we are a party to, the remediation costs can be below
EPA’s
estimation. The PRP Group has established a cooperative relationship with LDEQ
and EPA, and is working closely with these agencies to assure that the funds
held by LDEQ are used cost-effective. As part of the PRP Group, we have paid
an
initial assessment of $10,000 in the fourth quarter of 2007, which was allocated
among the facilities. As of the date of this report, we cannot accurately access
our liability. The Company records its environmental liabilities when they
are
probable of payment and can be estimated within a reasonable range. Since this
contingency currently does not meet this criteria, a liability has not been
established.
Perma-Fix
Northwest Richland, Inc. (f/k/a Pacific EcoSolutions, Inc –“PEcoS”)
The
Environmental Protection Agency (“EPA”) has alleged that prior to the date that
we acquired the PEcoS facility in June 2007, the PEcoS facility was in violation
of certain regulatory provisions relating to the facility’s handling of certain
hazardous waste and Polychlorinated Biphenyl (“PCB”) waste. In connection with
these alleged violations, during May 2008, the EPA advised the facility that
in
the view of EPA, a total penalty of $317,500 is appropriate to settle the
alleged violations. If a settlement is not reached between the EPA and us within
the allocated time, EPA could file a formal complaint. We are currently
attempting to negotiate with EPA a reduction in the proposed fine. Under the
agreements relating to our acquisition of Nuvotec and PEcoS (see “- Business
Acquisition – Acquisition of Nuvotec” in “Notes to Consolidated Financial
Statements”), we are required, if certain revenue targets are met, to pay to the
former shareholders of Nuvotec an earn-out amount not to exceed $4.4 million
over a four year period ending June 30, 2011, with the first $1 million of
the
earn-out amount to be placed into an escrow account to satisfy certain
indemnification obligations to us of Nuvotec, PEcoS, and the former shareholders
of Nuvotec (including Mr. Robert Ferguson, a current member of our Board of
Directors). We may claim reimbursement of the penalty, plus out of pocket
expenses, paid or to be paid by us in connection with this matter from the
escrow account. (See “- Related Party Transaction” in “Note to Consolidated
Financial Statements”). As of the date of this report, we have not made or
accrued any earn-out payments to the former Nuvotec shareholders and have not
paid any amount into the escrow account because such revenue targets have not
been met. The $317,500 in potential penalty has been recorded as a liability
in
the purchase acquisition of Nuvotec and its wholly owned subsidiary,
PEcoS.
16
Insurance
We
believe we maintain insurance coverage adequate for our needs and which is
similar to, or greater than, the coverage maintained by other companies of
our
size in the industry. There can be no assurances, however, those liabilities,
which may be incurred by us, will be covered by our insurance or that the dollar
amount of such liabilities, which are covered, will not exceed our policy
limits. Under our insurance contracts, we usually accept self-insured
retentions, which we believe is appropriate for our specific business risks.
We
are required by EPA regulations to carry environmental impairment liability
insurance providing coverage for damages on a claims-made basis in amounts
of at
least $1,000,000 per occurrence and $2,000,000 per year in the aggregate. To
meet the requirements of customers, we have exceeded these coverage amounts.
In
June
2003, we entered into a 25-year finite risk insurance policy, which provides
financial assurance to the applicable states for our permitted facilities in
the
event of unforeseen closure. Prior to obtaining or renewing operating permits,
we are required to provide financial assurance that guarantees to the states
that in the event of closure, our permitted facilities will be closed in
accordance with the regulations. The policy provides a maximum $35 million
of
financial assurance coverage of which the coverage amount totals $30,879,000
at
June 30, 2008, and has available capacity to allow for annual inflation and
other performance and surety bond requirements. This finite risk insurance
policy required an upfront payment of $4.0 million, of which $2,766,000
represented the full premium for the 25-year term of the policy, and the
remaining $1,234,000, was deposited in a sinking fund account representing
a
restricted cash account. In February 2008, we paid our fifth of nine required
annual installments of $1,004,000, of which $991,000 was deposited in the
sinking fund account, the remaining $13,000 represents a terrorism premium.
As
of June 30, 2008, we have recorded $6,852,000 in our sinking fund on the balance
sheet, which includes interest earned of $664,000 on the sinking fund as of
June
30, 2008. Interest income for the three and six months ended June 30, 2008,
was
$35,000 and 89,000, respectively. On the fourth and subsequent anniversaries
of
the contract inception, we may elect to terminate this contract. If we so elect,
the Insurer will pay us an amount equal to 100% of the sinking fund account
balance in return for complete releases of liability from both us and any
applicable regulatory agency using this policy as an instrument to comply with
financial assurance requirements.
In
August
2007, we entered into a second finite risk insurance policy for our PFNWR
facility, which we acquired in June 2007. The policy provides an initial $7.8
million of financial assurance coverage with annual growth rate of 1.5%, which
at the end of the four year term policy, will provide maximum coverage of $8.2
million. The policy will renew automatically on an annual basis at the end
of
the four year term and will not be subject to any renewal fees. The policy
requires total payment of $4.4 million, consisting of an annual payment of
$1.4
million, and two annual payments of $1.5 million, starting July 31, 2007. In
July 2007, we paid the first of our three annual payments of $1.4 million,
of
which $1.1 million represented premium on the policy and the remaining $258,000
was deposited into a sinking fund account. Each of the two remaining $1.5
million payments will consist of $176,000 in premium with the remaining $1.3
million to be deposited into a sinking fund. As part of the acquisition of
PFNWR
facility in June 2007, we have a large disposal accrual related to the legacy
waste at the facility of approximately $4,690,000 as of June 30, 2008. We
anticipate disposal of this legacy waste by December 31, 2008. In connection
with this waste, we are required to provide financial assurance coverage of
approximately $2.8 million, consisting of five equal payment of approximately
$550,604, which will be deposited into a sinking fund. We have made three of
the
five payments as of June 30, 2008, with the remaining two payable by August
31,
2008. Once this legacy waste has been disposed of and release of the financial
assurance is received from the state, we will have the opportunity to reduce
this financial assurance by releasing the funds back to us. As of June 30,
2008,
we have recorded $1,939,000 in our sinking fund on the balance sheet, which
includes interest earned of $29,000 on the sinking fund as of June 30, 2008.
Interest income for the three and six months ended June 30, 2008, was $20,000
and 29,000, respectively.
17
7.
|
Business
Acquisition
|
Acquisition
of Nuvotec
On
June
13, 2007, the Company completed its acquisition of Nuvotec and its wholly owned
subsidiary, Pacific EcoSolutions, Inc (“PEcoS”), pursuant to the terms of the
Merger Agreement, between Perma-Fix, Perma-Fix’s wholly owned subsidiary,
Transitory, Nuvotec, and PEcoS, dated April 27, 2007, which was subsequently
amended on June 13, 2007. The Company acquired 100% of the outstanding shares
of
Nuvotec. The acquisition was structured as a reverse subsidiary merger, with
Transitory being merged into Nuvotec, and Nuvotec being the surviving
corporation. As a result of the merger, Nuvotec became a wholly owned subsidiary
of ours. Nuvotec’s name was changed to Perma-Fix Northwest, Inc. (“PFNW”).
PEcoS, whose name was changed to Perma-Fix Northwest Richland, Inc. (“PFNWR”) on
August 2, 2007, is a wholly-owned subsidiary of PFNW. PEcoS is a permitted
hazardous, low level radioactive and mixed waste treatment, storage and disposal
facility located in the Hanford U.S. Department of Energy site in the eastern
part of the state of Washington.
Under
the
terms of the Merger Agreement, the purchase price paid by the Company in
connection with the acquisition was $17.3 million, consisting of as follows:
(a)
|
$2.3
million in cash at closing of the merger, with $1.5 million payable
to
unaccredited shareholders and $0.8 million payable to shareholders
of
Nuvotec that qualified as accredited investors pursuant to Rule 501
of
Regulation D promulgated under the Securities Act of 1933, as amended
(the
“Act”).
|
(b)
|
Also
payable only to the shareholders of Nuvotec that qualified as accredited
investors:
|
·
|
$2.5
million, payable over a four year period, unsecured and nonnegotiable
and
bearing an annual rate of interest of 8.25%, with (i) accrued interest
only payable on June 30, 2008, (ii) $833,333.33, plus accrued and
unpaid
interest, payable on June 30, 2009, (iii) $833,333.33, plus accrued
and
unpaid interest, payable on June 30, 2010, and (iv) the remaining
unpaid
principal balance, plus accrued and unpaid interest, payable on June
30,
2011 (collectively, the “Installment Payments”). The Installment Payments
may be prepaid at any time by Perma-Fix without penalty; and
|
·
|
709,207
shares of Perma-Fix common stock, which were issued on July 23, 2007,
with
such number of shares determined by dividing $2.0 million by 95%
of
average of the closing price of the common stock as quoted on the
NASDAQ
during the 20 trading days period ending five business days prior
to the
closing of the merger. The value of these shares on June 13, 2007
was $2.2
million, which was determined by the average closing price of the
common
stock as quoted on the NASDAQ four days prior to and following the
completion date of the acquisition, which was June 13, 2007.
|
(c) |
The
assumption of $9.4 million of debt, $8.9 million of which was payable
to
KeyBank National Association which represents debt owed by PFNW under
a
credit facility. As part of the closing, the Company paid down $5.4
million of this debt resulting in debt remaining of $4.0
million.
|
(d) |
Transaction
costs totaling $0.9 million.
|
In
addition to the above, the agreement contains a contingency of an earn-out
amount not to exceed $4.4 million over a four year period (“Earn-Out Amount”).
The earn-out amounts will be earned if certain annual revenue targets are met
by
the Company’s consolidated Nuclear Segment. The first $1.0 million of the
earn-out amount, when earned, will be placed in an escrow account to satisfy
certain indemnification obligations under the Merger Agreement of Nuvotec,
PEcoS, and the shareholders of Nuvotec to Perma-Fix that are identified by
Perma-Fix within the escrow period as provided in the Merger Agreement. The
earn-out amount, if and when paid, will increase goodwill. As of June 30, 2008,
the Company has not made or accrued any earn-out payments to Nuvotec
shareholders because such revenue targets have not been met.
The
acquisition was accounted for using the purchase method of accounting, pursuant
to SFAS 141, “Business Combinations”. The consideration for the acquisition was
attributed to net assets on the basis of the fair value of assets acquired
and
liabilities assumed as of June 13, 2007. The results of operations after June
13, 2007 have been included in the consolidated financial statements. The excess
of the cost of the acquisition over the estimated fair value of the net tangible
assets and intangible assets on the acquisition date, which amounted to $9.5
million, was allocated to goodwill which is not amortized but subject to an
annual impairment test. The Company has finalized the allocation of the purchase
price to the net assets acquired in this acquisition. The following table
summarizes the final purchase price to the net assets acquired in this
acquisition.
18
(Amounts in thousands)
|
|
|||
Cash
|
$
|
2,300
|
||
Assumed
debt
|
9,412
|
|||
Installment
payments
|
2,500
|
|||
Common
Stock of the Company
|
2,165
|
|||
Transaction
costs
|
922
|
|||
Total
consideration
|
$
|
17,299
|
The
following table presents the allocation of the final acquisition cost, including
professional fees and other related acquisition costs, to the assets acquired
and liabilities assumed based on their estimated fair values:
(Amounts in thousands)
|
|
|||
Current
assets (including cash acquired of $249)
|
$
|
2,897
|
||
Property,
plant and equipment
|
14,978
|
|||
Permits
|
4,500
|
|||
Goodwill
|
9,493
|
|||
Total
assets acquired
|
31,868
|
|||
Current
liabilities
|
(10,801
|
)
|
||
Non-current
liabilties
|
(3,768
|
)
|
||
Total
liabilities assumed
|
(14,569
|
)
|
||
Net
assets acquired
|
$
|
17,299
|
The
results of operations of PFNW and PFNWR have been included in Perma-Fix’s
consolidated financial statements from the date of the closing of the
acquisition, which was June 13, 2007. The following unaudited pro forma
financial information presents the combined results of operations of combining
us, PFNW, and PFNWR as though the acquisition had occurred as of the beginning
of the period presented. The pro forma financial information does not
necessarily represent the results of operations that would have occurred had
we,
PFNW, and PFNWR been a single company during the periods presented, nor do
we
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 PFNW and PFNWR is deductible for
tax purposes.
|
Three Months Ended
|
Six Months Ended
|
|||||
June 30, 2007
|
June 30, 2007
|
||||||
(Amounts in Thousands, Except per Share Data)
|
(Unaudited)
|
(Unaudited)
|
|||||
Net
revenues
|
$
|
16,144
|
30,896
|
||||
Net
income
|
$
|
116
|
757
|
||||
Net
income per share from continuing operations- basic
|
$
|
—
|
.01
|
||||
Net
income per share from continuing operations- diluted
|
$
|
—
|
.01
|
||||
Weighted
average common shares outstanding - basic
|
52,131
|
52,097
|
|||||
Weighted
average common shares outstanding - diluted
|
53,601
|
53,333
|
19
8. Discontinued
Operations and Divestitures
Our
discontinued operations encompass all of our facilities within our Industrial
Segment. As previously discussed in “Note 1 - Basis of Presentation”, on May 25,
2007, our Industrial Segment met the held for sale criteria under Statement
of
Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment
or Disposal of Long-Lived Assets”, and therefore, certain assets and liabilities
of the Industrial Segment are classified as discontinued operations in the
Consolidated Balance Sheet, and we have ceased depreciation of the Industrial
Segment’s long-lived assets classified as held for sale. In accordance with SFAS
No. 144, the long-lived assets have been written down to fair value less
anticipated selling costs. We have recorded $6,367,000 in impairment charges,
all of which were included in “loss from discontinued operations, net of taxes”
on our Consolidated Statement of Operations for the year ended December 31,
2007. The results of operations and cash flows of the Industrial Segment have
been reported in the Consolidated Financial Statements as discontinued
operations for all periods presented.
On
January 8, 2008, we sold substantially all of the assets of PFMD within our
Industrial Segment, pursuant to the terms of an Asset Purchase Agreement, dated
January 8, 2008. In consideration for such assets, the buyer paid us $3,811,000
(purchase price of $3,825,000 less closing costs) in cash at the closing and
assumed certain liabilities of PFMD. The cash consideration is subject to
certain working capital adjustments during 2008. Pursuant to the terms of our
credit facility, $1,400,000 of the proceeds received was used to pay down our
term loan, with the remaining funds used to pay down our revolver. As of the
June 30, 2008, we have sold approximately $3,100,000 of PFMD’s assets, which
excludes approximately $10,000 of restricted cash. The buyer assumed liabilities
in the amount of approximately $1,108,000. As of June 30, 2008, expenses
relating to the sale of PFMD totaled approximately $128,000, of which $50,000
was paid in the second quarter of 2008. We anticipate paying the remaining
expenses by the end of the third quarter. As of the date of this report, no
working capital adjustment has been made on the sale of PFMD. We anticipate
that
if there will be a working capital adjustment made on the sale of PFMD, it
will
be completed by the third quarter of 2008. As of June 30, 2008, the gain on
the
sale of PFMD totaled approximately $1,647,000 net of taxes of $43,000. The
purchase price is subject to further working capital adjustments. The gain
is
recorded separately on the Consolidated Statement of Operations as “Gain on
disposal of discontinued operations, net of taxes”.
On
March
14, 2008, we completed the sale of substantially all of the assets of PFD within
our Industrial Segment, pursuant to the terms of an Asset Purchase Agreement,
dated March 14, 2008, for approximately $2,143,000 in cash, subject to certain
working capital adjustments after the closing, plus the assumption by the buyer
of certain of PFD’s liabilities and obligations. We received cash of
approximately $2,139,000 at closing, which was net of certain closing costs.
The
proceeds received were used to pay down our term loan. As of June 30, 2008,
we
have sold approximately $3,103,000 of PFD’s assets. The buyer assumed
liabilities in the amount of approximately $1,635,000. As of June 30, 2008,
expenses relating to the sale of PFD totaled approximately $197,000, of which
$28,000 was paid in the second quarter of 2008. We anticipate paying the
remaining expenses by the end of the third quarter. In June 2008, we paid the
buyer approximately $209,000 due to certain working capital adjustments. As
a
result, for the three months ended June 30, 2008, we reduced our gain on the
sale of PFD by approximately $195,000, net of taxes of $0. As of June 30, 2008,
our gain on the sale of PFD totaled approximately $266,000, net of taxes of
$0.
We do not anticipate making any further working capital adjustments on the
sale
of PFD. The gain is recorded separately on the Consolidated Statement of
Operations as “Gain on disposal of discontinued operations, net of taxes”.
On
May
30, 2008, we completed the sale of substantially all of the assets of PFTS
within our Industrial Segment, pursuant to the terms of an Asset Purchase
Agreement, dated May 14, 2008 as amended by a First Amendment dated May 30,
2008. In consideration for such assets, the buyer paid us $1,468,000 (purchase
price of $1,503,000 less certain closing/settlement costs) in cash at closing
and assumed certain liabilities of PFTS. The cash consideration is subject
to
certain working capital adjustments after closing. Pursuant to the terms of
our
credit facility, the proceeds received were used to pay down our term loan
with
the remaining funds used to pay down our revolver. As of June 30, 2008, we
had
sold approximately $1,861,000 of PFTS’s assets. The buyer assumed liabilities in
the amount of approximately $996,000. As of June 30, 2008, we recorded a gain
of
approximately $303,000, net of taxes of $0, which includes $135,000 in final
working capital adjustment paid to the buyer on July 14, 2008, on the sale
of
PFTS. The gain is recorded separately on the Consolidated Statement of
Operations as “Gain on disposal of discontinued operations, net of
taxes”.
20
The
following table summarizes the results of discontinued operations for the three
and six months ended June 30, 2008 and 2007. The gains on disposals of
discontinued operations, net of taxes, as mentioned above, are reported
separately on our Consolidated Statements of Operations as “Gain on disposal of
discontinued operations, net of taxes”. The operating results of discontinued
operations are included in our Consolidated Statements of Operations as part
of
our “Loss from discontinued operations, net of taxes”.
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
||||||||||||
(Amounts
in Thousands)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
Net
revenues
|
$
|
3,512
|
$
|
8,152
|
$
|
8,485
|
$
|
15,387
|
|||||
Interest
expense
|
$
|
(37
|
)
|
$
|
(54
|
)
|
$
|
(77
|
)
|
$
|
(107
|
)
|
|
Operating
(loss) income from discontinued operations (1)
|
$
|
(49
|
)
|
$
|
470
|
$
|
(760
|
)
|
$
|
(1,197
|
)
|
||
Gain
on disposal of discontinued operations (2)
|
108
|
$
|
—
|
$
|
2,216
|
$
|
—
|
||||||
Income
(loss) from discontinued operations
|
$
|
59
|
$
|
470
|
$
|
1,456
|
$
|
(1,197
|
)
|
(1)
Net
of
taxes of $17,000 and $17,000 for the three and six months ended June 30, 2008,
respectively and $0 and $0 for the corresponding period of 2007.
(2) Net
of
taxes of $0 and $43,000 for three and six months ended June 30, 2008,
respectively.
Assets
and liabilities related to discontinued operations total $6,709,000 and
$6,298,000 as of June 30, 2008, respectively and $14,341,000 and $11,949,000
as
of December 31, 2007, respectively.
The
following table presents the Industrial Segment’s major classes of assets and
liabilities of discontinued operations that are classified as held for sale
as
of June 30, 2008 and December 31, 2007. The held for sale asset and liabilities
balances as of December 31, 2007 may differ from the respective balances at
closing:
(Amounts
in Thousands)
|
June
30,
2008
|
December
31,
2007
|
|||||
Account
receivable, net (1)
|
$
|
1,674
|
$
|
4,253
|
|||
Inventories
|
111
|
411
|
|||||
Other
assets
|
1,326
|
2,902
|
|||||
Property,
plant and equipment, net (2)
|
3,521
|
6,775
|
|||||
Total
assets held for sale
|
$
|
6,632
|
$
|
14,341
|
|||
Account
payable
|
$
|
724
|
$
|
2,403
|
|||
Accrued
expenses and other liabilities
|
1,126
|
4,713
|
|||||
Note
payable
|
186
|
820
|
|||||
Environmental
liabilities
|
589
|
1,132
|
|||||
Total
liabilities held for sale
|
$
|
2,625
|
$
|
9,068
|
(1)
net
of
allowance for doubtful account of $29,000 and $269,000 as of June 30, 2008
and
December 31, 2007, respectively.
21
(2)
net
of
accumulated depreciation of $3,521,000 and $12,408,000 as of June 30, 2008
and
December 31, 2007, respectively.
The
following table presents the Industrial Segment’s major classes of assets and
liabilities of discontinued operations that are not held for sale as of June
30,
2008 and December 31, 2007:
June
30,
|
December
31,
|
||||||
(Amounts
in Thousands)
|
2008
|
2007
|
|||||
Other
assets
|
$
|
77
|
$
|
—
|
|||
Total
assets of discontinued operations
|
$
|
77
|
$
|
—
|
|||
Account
payable
|
$
|
401
|
$
|
329
|
|||
Accrued
expenses and other liabilities
|
2,030
|
1,287
|
|||||
Deferred
revenue
|
10
|
—
|
|||||
Environmental
liabilities
|
1,232
|
1,265
|
|||||
Total
liabilities of discontinued operations
|
$
|
3,673
|
$
|
2,881
|
Non
Operational Facilities
The
Industrial Segment includes two previously shut-down facilities which were
presented as discontinued operations in prior years. These facilities include
Perma-Fix of Pittsburgh (“PFP”) and Perma-Fix of Michigan (“PFMI”). Our decision
to discontinue operations at PFP was due to our reevaluation of the facility
and
our inability to achieve profitability at the facility. During February 2006,
we
completed the remediation of the leased property and the equipment at PFP,
and
released the property back to the owner. Our decision to discontinue operations
at PFMI was principally a result of two fires that significantly disrupted
operations at the facility in 2003, and the facility’s continued drain on the
financial resources of our Industrial Segment. As a result of the discontinued
operations at the PFMI facility, we were required to complete certain closure
and remediation activities pursuant to our RCRA permit, which were completed
in
January 2006. In September 2006, PFMI signed a Corrective Action Consent Order
with the State of Michigan, requiring performance of studies and development
and
execution of plans related to the potential clean-up of soils in portions of
the
property. The level and cost of the clean-up and remediation are determined
by
state mandated requirements. Upon discontinuation of operations in 2004, we
engaged our engineering firm, SYA, to perform an analysis and related estimate
of the cost to complete the RCRA portion of the closure/clean-up costs and
the
potential long-term remediation costs. Based upon this analysis, we estimated
the cost of this environmental closure and remediation liability to be
$2,464,000. During 2006, based on state-mandated criteria, we re-evaluated
our
required activities to close and remediate the facility, and during the quarter
ended June 30, 2006, we began implementing the modified methodology to remediate
the facility. As a result of the reevaluation and the change in methodology,
we
reduced the accrual by $1,182,000. We
have spent approximately $710,000 for closure costs since September 30, 2004,
of
which $7,000 has been spent during the six months of 2008 and $81,000 was spent
during 2007. In the 4th
quarter of 2007, we reduced our reserve by $9,000 as a result of our
reassessment of the cost of remediation. We have $556,000 accrued for the
closure, as of June 30, 2008, and we anticipate spending $170,000 in the
remaining six months of 2008 with the remainder over the next six years. Based
on the current status of the Corrective Action, we believe that the remaining
reserve is adequate to cover the liability.
As
of June 30, 2008, PFMI has a pension payable of $1,172,000. The
pension plan withdrawal liability is a result of the termination of the union
employees of PFMI. The PFMI union employees participate in the Central States
Teamsters Pension Fund ("CST"), which provides that a partial or full
termination of union employees may result in a withdrawal liability, due from
PFMI to CST. The recorded liability is based upon a demand letter received
from
CST in August 2005 that provided for the payment of $22,000 per month over
an
eight year period. This obligation is recorded as a long-term liability, with
a
current portion of $171,000 that we expect to pay over the next
year.
22
9. Operating
Segments
Pursuant
to FAS 131, we define an operating segment as a business activity:
·
|
from
which we may earn revenue and incur expenses;
|
·
|
whose
operating results are regularly reviewed by the segment president
to make
decisions about resources to be allocated to the segment and assess
its
performance; and
|
·
|
for
which discrete financial information is
available.
|
We
currently have two operating segments, which are defined as each business line
that we operate. This however, excludes corporate headquarters, which does
not
generate revenue, and our discontinued operations, which include our facilities
in our Industrial Segment.
Our
operating segments are defined as follows:
The
Nuclear Waste Management Services Segment (“Nuclear Segment”) provides
treatment, storage, processing and disposal of nuclear, low-level radioactive,
mixed (waste containing both hazardous and non-hazardous constituents),
hazardous and non-hazardous waste through our four facilities: Perma-Fix of
Florida, Inc., Diversified Scientific Services, Inc., East Tennessee Materials
and Energy Corporation, and Perma-Fix of Northwest Richland, Inc., which was
acquired in June 2007.
The
Consulting Engineering Services Segment (“Engineering Segment”) provides
environmental engineering and regulatory compliance services through Schreiber,
Yonley & Associates, Inc. which includes oversight management of
environmental restoration projects, air and soil sampling and compliance and
training activities to industrial and government customers, as well as,
engineering and compliance support needed by our other segments.
Our
discontinued operations encompass our facilities in our Industrial Waste
Management Services Segment (“Industrial Segment”) which provides on-and-off
site treatment, storage, processing and disposal of hazardous and non-hazardous
industrial waste, and wastewater through our three facilities; Perma-Fix of
Ft.
Lauderdale, Inc., Perma-Fix of Orlando, Inc., and Perma-Fix of South Georgia,
Inc. Our discontinued operations also include Perma-Fix of Michigan, Inc.,
and
Perma-Fix of Pittsburgh, Inc., two non-operational facilities. On January 8,
2008, March 14, 2008, and May 30, 2008, we completed the sale of substantially
all of the assets of Perma-Fix of Maryland, Inc., Perma-Fix of Dayton, Inc.,
and
Perma-Fix Treatment Services, Inc., respectively, three former Industrial
Segment facilities. See “Note 8 - Discontinued Operations and Divestiture” for
accounting treatment of all three divestitures.
23
The
table
below presents certain financial information of our operating segment as of
and
for the three and six months ended June 30, 2008 and 2007 (in
thousands).
Segment
Reporting for the Quarter Ended June 30, 2008
|
Nuclear
|
|
Engineering
|
|
Segments
Total
|
|
Corporate (2)
|
|
Consolidated
Total
|
|||||||
Revenue
from external customers
|
$
|
15,009
|
(3)
|
$
|
789
|
$
|
15,798
|
$
|
¾
|
$
|
15,798
|
|||||
Intercompany
revenues
|
673
|
168
|
841
|
¾
|
841
|
|||||||||||
Gross
profit
|
4,557
|
328
|
4,885
|
¾
|
4,885
|
|||||||||||
Interest
income
|
¾
|
¾
|
¾
|
49
|
49
|
|||||||||||
Interest
expense
|
192
|
¾
|
192
|
133
|
325
|
|||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
57
|
57
|
|||||||||||
Depreciation
and amortization
|
1,099
|
8
|
1,107
|
10
|
1,117
|
|||||||||||
Segment
profit (loss)
|
1,763
|
134
|
1,897
|
(1,498
|
)
|
399
|
||||||||||
Segment
assets(1)
|
92,241
|
2,008
|
94,249
|
19,431
|
(4)
|
113,680
|
||||||||||
Expenditures
for segment assets
|
33
|
8
|
41
|
2
|
43
|
|||||||||||
Total
long-term debt
|
5,143
|
1
|
5,144
|
5,415
|
10,559
|
Segment
Reporting for the Quarter Ended June 30, 2007
|
Nuclear
|
|
Engineering
|
|
Segments
Total
|
|
Corporate (2)
|
|
Consolidated
Total
|
|||||||
Revenue
from external customers
|
$
|
13,005
|
(3)
|
$
|
532
|
$
|
13,537
|
$
|
¾
|
$
|
13,537
|
|||||
Intercompany
revenues
|
737
|
308
|
1,045
|
¾
|
1,045
|
|||||||||||
Gross
profit
|
4,639
|
165
|
4,804
|
¾
|
4,804
|
|||||||||||
Interest
income
|
¾
|
¾
|
¾
|
78
|
78
|
|||||||||||
Interest
expense
|
131
|
¾
|
131
|
141
|
272
|
|||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
48
|
48
|
|||||||||||
Depreciation
and amortization
|
832
|
9
|
841
|
16
|
857
|
|||||||||||
Segment
profit (loss)
|
2,295
|
43
|
2,338
|
(1,586
|
)
|
752
|
||||||||||
Segment
assets(1)
|
95,572
|
2,008
|
97,580
|
33,780
|
(4)
|
131,360
|
||||||||||
Expenditures
for segment assets
|
496
|
2
|
498
|
10
|
508
|
|||||||||||
Total
long-term debt
|
8,166
|
11
|
8,177
|
9,452
|
17,629
|
Segment
Reporting for the Six Months Ended June 30, 2008
Nuclear
|
|
Engineering
|
|
Segments
Total
|
|
Corporate (2)
|
|
Consolidated
Total
|
||||||||
Revenue
from external customers
|
$
|
28,991
|
(3)
|
$
|
1,691
|
$
|
30,682
|
$
|
¾
|
$
|
30,682
|
|||||
Intercompany
revenues
|
1,284
|
266
|
1,550
|
¾
|
1,550
|
|||||||||||
Gross
profit
|
8,112
|
584
|
8,696
|
¾
|
8,696
|
|||||||||||
Interest
income
|
2
|
¾
|
2
|
115
|
117
|
|||||||||||
Interest
expense
|
388
|
¾
|
388
|
290
|
678
|
|||||||||||
Interest
expense-financing fees
|
1
|
¾
|
1
|
109
|
110
|
|||||||||||
Depreciation
and amortization
|
2,203
|
15
|
2,218
|
20
|
2,238
|
|||||||||||
Segment
profit (loss)
|
2,739
|
262
|
3,001
|
(2,930
|
)
|
71
|
||||||||||
Segment
assets(1)
|
92,241
|
2,008
|
94,249
|
19,431
|
(4)
|
113,680
|
||||||||||
Expenditures
for segment assets
|
545
|
8
|
553
|
9
|
562
|
|||||||||||
Total
long-term debt
|
5,143
|
1
|
5,144
|
5,415
|
10,559
|
Segment
Reporting for the Six Months Ended June 30, 2007
Nuclear
|
|
Engineering
|
|
Segments
Total
|
|
Corporate (2)
|
|
Consolidated
Total
|
||||||||
Revenue
from external customers
|
$
|
25,349
|
(3)
|
$
|
1,109
|
$
|
26,458
|
$
|
¾
|
$
|
26,458
|
|||||
Intercompany
revenues
|
1,292
|
543
|
1,835
|
¾
|
1,835
|
|||||||||||
Gross
profit
|
9,071
|
333
|
9,404
|
¾
|
9,404
|
|||||||||||
Interest
income
|
¾
|
¾
|
¾
|
166
|
166
|
|||||||||||
Interest
expense
|
222
|
1
|
223
|
250
|
473
|
|||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
96
|
96
|
|||||||||||
Depreciation
and amortization
|
1,575
|
18
|
1,593
|
35
|
1,628
|
|||||||||||
Segment
profit (loss)
|
4,305
|
92
|
4,397
|
(3,062
|
)
|
1,335
|
||||||||||
Segment
assets(1)
|
95,572
|
2,008
|
97,580
|
33,780
|
(4)
|
131,360
|
||||||||||
Expenditures
for segment assets
|
1,849
|
13
|
1,862
|
13
|
1,875
|
|||||||||||
Total
long-term debt
|
8,166
|
11
|
8,177
|
9,452
|
17,629
|
(1) |
Segment
assets have been adjusted for intercompany accounts to reflect actual
assets for each segment.
|
24
(2) |
Amounts
reflect the activity for corporate headquarters not included in the
segment information.
|
(3)
|
The
consolidated revenues within the Nuclear Segment include the LATA/Parallax
revenues for the three and six months ended June 30, 2008 of $1,291,000
(or 8.2%) and $2,844,000 (or 9.3%), respectively, and $2,056,000
(or
15.2%) and $4,010,000 (or 15.2%) for the corresponding period ended
June
30, 2007, respectively. In addition, the consolidated revenues within
the
Nuclear Segment include the Fluor Hanford revenues of $2,110,000
(or
13.4%) and $3,875,000 (or 12.6%) for the three and six months period
ended
June 30, 2008, respectively, and $1,913,000 (or 14.1%) and $3,423,000
(or
12.9%) for the corresponding period ended June 30, 2007, respectively.
|
(4)
|
Amount
includes assets from discontinued operations of $6,709,000 and $24,525,000
as of June 30, 2008 and 2007,
respectively.
|
10. Income
Taxes
The
provision for income taxes is determined in accordance with SFAS No. 109,
Accounting
for Income Taxes.
Under
this method, deferred tax assets and liabilities are recognized for future
tax
consequences attributed to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax basis.
Deferred tax assets and liabilities are measured using enacted income tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Any effect on deferred
tax
assets and liabilities of a change in tax rates is recognized in income in
the
period that includes the enactment date.
SFAS
No.
109 requires that deferred income tax assets be reduced by a valuation allowance
if it is more likely that not that some portion or all of the deferred income
tax assets will not be realized. We evaluate the realizability of our deferred
income tax assets, primarily resulting from impairment loss and net operating
loss carryforwards, and adjust our valuation allowance, if necessary. Once
we
utilize our net operating loss carryforwards, we would expect our provision
for
income tax expense in future periods to reflect an effective tax rate that
will
be significantly higher than past periods.
In
July
2006, the FASB issued FIN 48, Accounting
for Uncertainty in Income Taxes,
which
attempts to set out a consistent framework for preparers to use to determine
the
appropriate level of tax reserve to maintain for uncertain tax positions. This
interpretation of FASB Statement No. 109 uses a two-step approach wherein a
tax
benefit is recognized if a position is more-likely-than-not to be sustained.
The
amount of the benefit is then measured to be the highest tax benefit which
is
greater than 50% likely to be realized. FIN 48 also sets out disclosure
requirements to enhance transparency of an entity’s tax reserves. The Company
adopted this Interpretation as of January 1, 2007. As a result of the
implementation of FIN 48, we have concluded that we have not taken any material
uncertain tax positions on any of our open tax returns filed through December
31, 2006.
We
have
not yet filed our income tax returns for the period ended December 31, 2007
tax
year; however, we expect that the actual return will mirror tax positions taken
within our income tax provision for 2007. As we believe that all such positions
are fully supportable by existing Federal law and related interpretations,
there
are no uncertain tax positions to consider in accordance with FIN 48. The impact
of our reassessment of our tax positions in accordance with FIN 48 for the
first
and second quarter of 2008 did not have any impact on our result of operations,
financial condition or liquidity.
25
11. Capital
Stock And Employee Stock Plan
During
the six months ended June 30, 2008, we issued 58,334 shares of our Common Stock
upon exercise of 55,334 employee stock options, at exercise prices from $1.25
to
$1.85 and 5,000 director stock options, at exercise price of $1.75. Total
proceeds received during the six months ended June 30, 2008 related to option
exercises totaled approximately $95,000. In addition, we received the remaining
$25,000 from repayment of stock subscription resulting from exercise of warrants
to purchase 60,000 shares of our Common Stock on a loan by the Company at an
arms length basis in 2006.
On
July
28, 2006, our Board of Directors has authorized a common stock repurchase
program to purchase up to $2,000,000 of our Common Stock, through open market
and privately negotiated transactions, with the timing, the amount of repurchase
transactions and the prices paid under the program as deemed appropriate by
management and dependent on market conditions and corporate and regulatory
considerations. As of the date of this report, we have not repurchased any
of
our Common Stock under the program as we continue to evaluate this repurchase
program within our internal cash flow and/or borrowings under our line of
credit.
The
summary of the Company’s total Plans as of June 30, 2008 as compared to June 30,
2007 and changes during the period then ended are presented as
follows:
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value
|
||||||||||
Options
outstanding Janury 1, 2008
|
2,590,026
|
$
|
1.91
|
||||||||||
Granted
|
¾
|
¾
|
|||||||||||
Exercised
|
(58,334
|
)
|
$
|
1.64
|
$
|
46,167
|
|||||||
Forfeited
|
(76,834
|
)
|
$
|
1.78
|
|||||||||
Options
outstanding End of Period (1)
|
2,454,858
|
1.92
|
4.1
|
$
|
2,384,309
|
||||||||
Options
Exercisable at June 30, 2008 (1)
|
2,190,858
|
$
|
1.93
|
4.2
|
$
|
2,112,056
|
|||||||
Options
Vested and expected to be vested at June 30, 2008
|
2,437,097
|
$
|
1.92
|
4.1
|
$
|
2,366,015
|
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value
|
||||||||||
Options
outstanding Janury 1, 2007
|
2,816,750
|
$
|
1.86
|
||||||||||
Granted
|
¾
|
¾
|
|||||||||||
Exercised
|
(200,917
|
)
|
1.82
|
$
|
238,763
|
||||||||
Forfeited
|
(7,000
|
)
|
1.72
|
||||||||||
Options
outstanding End of Period (1)
|
2,608,833
|
1.86
|
4.9
|
$
|
3,145,530
|
||||||||
Options
Exercisable at June 30, 2007 (1)
|
1,990,166
|
$
|
1.87
|
4.9
|
$
|
2,396,276
|
|||||||
Options
Vested and expected to be vested at June 30, 2007
|
2,561,913
|
$
|
1.86
|
4.9
|
$
|
3,088,757
|
(1)
Option
with exercise price ranging from $1.22 to $2.98
26
12. Related
Party Transaction
Mr.
Robert Ferguson
Mr.
Robert Ferguson, was nominated to serve as a Director in connection with the
closing of the acquisition by the Company of Nuvotec (n/k/a Perma-Fix Northwest,
Inc.) and its wholly owned subsidiary, Pacific EcoSolutions, Inc. (“PEcoS”)
(n/k/a Perma-Fix Northwest Richland, Inc.) in June 2007 and subsequently elected
a Director at our Annual Meeting of Shareholders held in August 2007. At the
time of the acquisition, Mr. Ferguson was the Chairman, Chief Executive Officer,
and individually or through entities controlled by him, the owner of
approximately 21.29% of Nuvotec’s outstanding Common Stock. Under the agreements
relating to our acquisition of Nuvotec and PEcoS (see “- Business Acquisition -
Acquisition of Nuvotec” in “Notes to Consolidated Financial Statements”), we are
required, if certain revenue targets are met, to pay to the former shareholders
of Nuvotec an earn-out amount not to exceed $4.4 million over a four year period
ending June 30, 2011, with the first $1 million of the earn-out amount to be
placed into an escrow account to satisfy certain indemnification obligations
to
us of Nuvotec, PEcoS, and the former shareholders of Nuvotec, including Mr.
Robert Ferguson.
The
Environmental Protection Agency (“EPA”) has alleged that prior to the date that
we acquired the PEcoS facility in June 2007, the PEcoS facility was in violation
of certain regulatory provisions relating to the facility’s handling of certain
hazardous waste and Polychlorinated Biphenyl (“PCB”) waste. In connection with
these alleged violations, during May 2008, the EPA advised the facility that
in
the view of EPA, a total penalty of $317,500 is appropriate to settle the
alleged violations. If a settlement is not reached between the EPA and us within
the allocated time, EPA could file a formal complaint. We are currently
attempting to negotiate with EPA a reduction in the proposed fine.
We
may
claim reimbursement of the penalty, plus out of pocket expenses, paid or to
be
paid by us in connection with this matter from the escrow account. As of the
date of this report, we have not made or accrued any earn-out payments to the
former Nuvotec shareholders and have not paid any amount into the escrow account
because such revenue targets have not been met. The $317,500 in potential
penalty has been recorded as a liability in the purchase acquisition of Nuvotec
and its wholly owned subsidiary, PEcoS.
2003
Outside Directors Stock Plan
In
2003,
our Board of Directors adopted the 2003 Outside Directors Stock Plan (the "2003
Plan"), and the 2003 Plan was approved by our stockholders at the annual meeting
held on July 29, 2003. The 2003 Plan authorizes the grant of non-qualified
stock
options and issuance of our Common Stock in lieu of director fees otherwise
payable in cash to each member of our Board of Directors who is not our
employee. Under the 2003 Plan, an outside Director may elect to receive either
65% of the director fees for service on our Board in our Common Stock with
the
balance payable in cash or 100% of the director fees in our Common Stock. The
number of shares of our Common Stock issuable to an outside Director in lieu
of
cash is determined by valuing the Common Stock at 75% of its fair market value
on the business day immediately preceding the date that the director fees is
due. Currently, we have seven outside directors. The Board of Directors believes
that the 2003 Plan serves to:
(a)
|
attract
and retain qualified members of the Board of Directors who are not
our
employees, and
|
(b)
|
enhance
such outside directors’ interests in our continued success by increasing
their proprietary interest in us and more closely aligning the financial
interests of such outside directors with the financial interests
of our
stockholders.
|
27
Currently,
the maximum number of shares of our Common Stock that may be issued under the
2003 Plan is 1,000,000, of which 412,465 shares have previously been issued
under the 2003 Plan, and 426,000 shares are issuable under outstanding options
granted under the 2003 Plan. As a result, an aggregate of 838,465 of the
1,000,000 shares authorized under the 2003 Plan have been previously issued
or
reserved for issuance, and only 161,535 shares remain available for issuance
under the 2003 Plan. In order to continue the benefits that are derived through
the 2003 Plan, on June 9, 2008, our Compensation and Stock Option Committee
approved and recommended that our Board of Directors approve the First Amendment
to the 2003 Plan (the "First Amendment") to increase from 1,000,000 to 2,000,000
the number of shares of our Common Stock reserved for issuance under the 2003
Plan. Our Board of Directors approved the First Amendment to the 2003 Plan
on
June 13, 2008. Our shareholders approved the First Amendment at our Annual
Meeting of Stockholders held on August 5, 2008.
13. Subsequent
Events
Amendments
to Revolving Credit and Term Loan Agreement
On
July
25, 2008, we entered into Amendment No. 11 with PNC which extended the
additional $2,000,000 of availability via a sub-facility resulting from the
acquisition of Nuvotec (n/k/a Perma-fix Northwest, Inc.) and PEcoS (n/k/a
Perma-Fix Northwest Richland, Inc.) within our secured revolver loan, pursuant
to Amendment No. 6, dated June 12, 2007 to the earlier of August 30, 2008 or
the
date that our Revolving Credit, Term Loan and Security Agreement is restructure
with PNC.
On
August
4, 2008, we entered into Amendment No. 12 with PNC. Pursuant to Amendment No.
12, PNC renewed and extended our credit facility by increasing our term loan
back up to $7.0 million from the current principal outstanding balance of $0,
with the revolving line of credit remaining at $18,000,000. Under Amendment
No.
12, the due date of the $25 million credit facility is extended through July
31,
2012. The Term Loan continues to be payable in monthly installments of
approximately $83,000, plus accrued interest, with the remaining unpaid
principal balance and accrued interest, payable by July 31, 2012. Pursuant
to
the Amendment No. 12, we may terminate the agreement upon 90 days’ prior written
notice upon payment in full of the obligation. We agreed to pay PNC 1% of the
total financing fees in the event we pay off our obligations on or prior to
August 4, 2009 and 1/2% of the total financing fees if we pay off our
obligations on or after August 5, 2009 but prior to August 4, 2010. No early
termination fee shall apply if we pay off our obligation after August 5, 2010.
As part of Amendment No. 12, we agreed to grant mortgages to PNC as to certain
of our facilities not previously granted to PNC under the Agreement. Amendment
No. 12 also terminated the $2,000,000 of availability pursuant to Amendment
No.
11 noted above in its entirety. All other terms and conditions to the credit
facility remain principally unchanged. The $7.0 million in loan proceeds will
be
used to reduce our revolver balance and our current liabilities. As a condition
of Amendment No. 12, we agreed to pay PNC a fee of $120,000.
2004
Stock Option Plan
On
August
5, 2008, our Board of Directors authorized the grant of 1,068,000 Incentive
Stock Options (“ISO”) to certain employees of the Company which allow for the
purchase our Common Stock from the 2004 Stock Option Plan (“2004 Plan”). The
2004 Plan was adopted on June 14, 2004 by our Board of Directors and approved
by
our shareholders on July 28, 2004. The maximum number of shares of our Common
Stock that may be issued under the 2004 Plan is 2,000,000, of which 158,168
shares have been issued under the 2004 Plan, and 744,999 shares are issuable
under outstanding options prior to the issuance of the 1,068,000 options under
the 2004 Plan. The ISO granted are for a six year term with vesting period
over
a three years at 1/3 increments per year with an exercise price of $2.28 per
share.
Notice
of Violation -
Perma-Fix
Treatment Services, Inc. (“PFTS”)
During
July, 2008, PFTS received a notice of violation (“NOV”)
from the Oklahoma Department of
Environmental Quality (“ODEQ”) regarding eight loads of waste materials received
by PFTS between
January 2007 and July 2007 which the ODEQ alleges were not properly analyzed
to
assure
that the treatment process rendered the waste non-hazardous before these
loads
were disposed of in PFTS’ non-hazardous injection well. The ODEQ alleges that
these possible failures
are a basis for violations of various sections of the rules and regulations
regarding the handling
of hazardous waste. The ODEQ did not assert any penalties against PFTS
in the
NOV and
requested PFTS to respond within 30 days from receipt of the letter.
PFTS
intends to respond
to the ODEQ. PFTS sold substantially all of its assets to a non-affiliated
third
party on May
30,
2008.
28
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF
FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART
I, ITEM 2
Forward-looking
Statements
Certain
statements contained within this report may be deemed "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended
(collectively, the "Private Securities Litigation Reform Act of 1995"). All
statements in this report other than a statement of historical fact are
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors, which could cause actual results and
performance of the Company to differ materially from such statements. The words
"believe," "expect," "anticipate," "intend," "will," and similar expressions
identify forward-looking statements. Forward-looking statements contained herein
relate to, among other things,
·
|
ability
or inability to continue and improve operations and achieve profitability
on an annualized basis;
|
·
|
ability
to retain or receive certain permits, licenses, or
patents;
|
·
|
ability
to comply with the Company's general working capital requirements;
|
·
|
ability
to continue to meet our fixed charge coverage ratio in
2008;
|
·
|
ability
to be able to continue to borrow under the Company's revolving line
of
credit;
|
·
|
the
$7.0 million in loan proceeds will be used to reduce our revolver
balance
and our current liabilities;
|
·
|
we
plan to fund any repurchases under the common stock repurchase plan
through our internal cash flow and/or borrowing under our line of
credit;
|
·
|
ability
to generate sufficient cash flow from operations to fund all costs
of
operations;
|
·
|
ability
to remediate certain contaminated sites for projected
amounts;
|
·
|
despite
our aggressive compliance and auditing procedures for disposal of
wastes,
we could, in the future, be notified that we are a Partially Responsible
Party (“PRP”) at a remedial action site, which could have a material
adverse effect;
|
·
|
ability
to fund budgeted capital expenditures of $3,100,000 during 2008 through
our operations or lease financing or a combination of both;
|
·
|
growth
of our Nuclear Segment;
|
·
|
we
believe that our cash flows from operations and our available liquidity
from our line of credit are sufficient to service the Company’s current
obligations;
|
·
|
we
expect backlog levels to continue to fluctuate in 2008, depending
on the
complexity of waste streams and the timing of receipts and processing
of
materials;
|
·
|
the
high levels of backlog material continue to position the segment
well for
increases in future processing material prospective;
|
·
|
we
anticipate disposal of the legacy waste at PFNWR by December 31,
2008;
|
·
|
our
contract with LATA/Parallax is expected to be completed in 2008 or
extended through some portion of 2009;
|
·
|
we
believe that once we begin full operation under this subcontract,
we will
recognize annual revenues under this subcontract for on-site and
off-site
work of approximately $40.0 million to $50.0 million in the early
years of
the contract based on accelerated schedule goals. We anticipate to
initially employ approximately an additional 230 employees to service
this
subcontract;
|
·
|
we
are working with Fluor Hanford to extend the three existing contracts
beyond September 30, 2008;
|
·
|
the
revenue from these Fluor Hanford contracts should increase during
fiscal
year 2009 unless DOE budget cuts impact their funding due to the
contract
objectives of the engineering firm’s new contract;
|
·
|
Our
inability to continue under existing contracts that we have with
the
federal government (directly or indirectly as a subcontractor) could
have
a material adverse effect on our operations and financial
condition;
|
29
·
|
as
with most contracts relating to the federal government, LATA/Parallax
can
terminate the contract with us at any time for convenience, which
could
have a material adverse effect on our operations;
|
·
|
although
we have seen smaller fluctuation in government receipts between quarters
in recent years, as government spending is contingent upon its annual
budget and allocation of funding, we cannot provide assurance that
we will
not have larger fluctuations in the quarters in the near
future;
|
·
|
we
pay claim reimbursement of the penalty, plus out of pocket expenses,
paid
or to be paid by us in connection with the PFNWR matter from the
escrow
account;
|
·
|
we
anticipate spending $170,000 in the remaining six months of 2008
to
remediate the PFMI site, with the remainder over the next six
years;
|
·
|
under
our insurance contracts, we usually accept self-insured retentions,
which
we believe is appropriate for our specific business
risks;
|
·
|
we
believe we maintain insurance coverage adequate for our needs and
which is
similar to, or greater than the coverage maintained by other companies
of
our size in the industry;
|
·
|
we
believe the divestiture of certain facilities within our Industrial
Segment has not occurred within the anticipated time period due to
the
current state of our economy which has impacted potential buyers’ ability
to obtain financing;
|
·
|
we
do not anticipate making any further working capital adjustments
on the
sale of PFD;
|
·
|
as
of the date of this report, no working capital adjustment has been
made on
the sale of PFMD. We anticipate that if there will be a working capital
adjustment made on the sale of PFMD, it will be completed by the
third
quarter of 2008;
|
·
|
we
anticipate paying the remaining expenses relating to the sale of
PFMD and
PFD by the end of the third quarter of 2008;
|
·
|
with
the impending divestitures of our remaining facilities/operations,
we
anticipate the environmental liabilities of PFSG will be part of
the
divestitures with the exception of PFM and PFMI, which will remain
the
financial obligations of the Company;
|
·
|
we
believe the material weakness at certain of our Industrial Segment
will
inherently be remediated once the remaining facilities/operations
within
our Industrial Segment are sold;
|
·
|
the
Company expects SFAS No. 141R will have an impact on its consolidated
financial statements when effective, but the nature and magnitude
of the
specific effects will depend upon the nature, terms and size of
acquisitions it consummates after the effect date;
|
·
|
the
Company does not expect the adoption of SAB No. 110 to have material
effect on its operations or financial position;
|
·
|
the
Company does not expect the adoption of FSP FAS 142-3 to have a material
impact on the Company’s financial position or results of operations;
and
|
·
|
the
Company does not expect EITF 07-5 to have a material impact on the
Company’s future consolidated financial statements;
|
·
|
the
Company does not expect SFAS 161 to have a material impact on the
Company’s future consolidated financial statements; and
|
·
|
we
do not expect standard in SFAS 160 to have a material impact on the
Company’s future consolidated financial
statements.
|
While
the
Company believes the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance such expectations will prove to have
been correct. There are a variety of factors, which could cause future outcomes
to differ materially from those described in this report, including, but not
limited to:
·
|
general
economic conditions;
|
·
|
material
reduction in revenues;
|
·
|
ability
to meet PNC covenant requirements;
|
·
|
inability
to collect in a timely manner a material amount of receivables;
|
·
|
increased
competitive pressures;
|
·
|
the
ability to maintain and obtain required permits and approvals to
conduct
operations;
|
·
|
the
ability to develop new and existing technologies in the conduct of
operations;
|
30
·
|
ability
to retain or renew certain required permits;
|
·
|
discovery
of additional contamination or expanded contamination at any of the
sites
or facilities leased or owned by us or our subsidiaries which would
result
in a material increase in remediation expenditures;
|
·
|
changes
in federal, state and local laws and regulations, especially environmental
laws and regulations, or in interpretation of such;
|
·
|
potential
increases in equipment, maintenance, operating or labor
costs;
|
·
|
management
retention and development;
|
·
|
financial
valuation of intangible assets is substantially more/less than
expected;
|
·
|
the
requirement to use internally generated funds for purposes not presently
anticipated;
|
·
|
inability
to divest the remaining facilities/operations within our Industrial
Segment;
|
·
|
inability
to continue to be profitable on an annualized basis;
|
·
|
the
inability of the Company to maintain the listing of its Common Stock
on
the NASDAQ;
|
·
|
terminations
of contracts with federal agencies or subcontracts involving federal
agencies, or reduction in amount of waste delivered to the Company
under
the contracts or subcontracts; and
|
·
|
disposal
expense accrual could prove to be inadequate in the event the waste
requires re-treatment; and
|
·
|
DOE
obtaining the necessary funding to fund all work under its
contracts.
|
The
Company undertakes no obligations to update publicly any forward-looking
statement, whether as a result of new information, future events or
otherwise.
31
Overview
We
provide services through two reportable operating segments: Nuclear Waste
Management Services Segment (“Nuclear Segment”) and Consulting Engineering
Services Segment (“Engineering Segment”). The Nuclear Segment provides
treatment, storage, processing and disposal services of mixed waste (waste
containing both hazardous and low-level radioactive materials) and low-level
radioactive wastes, including research, development and on-site and off-site
waste remediation. Our Engineering Segment provides a wide variety of
environmental related consulting and engineering services to both industry
and
government. These services include oversight management of environmental
restoration projects, air and soil sampling, compliance reporting, surface
and
subsurface water treatment design for removal of pollutants, and various
compliance and training activities.
The
second quarter of 2008 reflected a revenue increase of $2,261,000 or 16.7%
from
the same period of 2007. This increase is primarily the result of
including revenues from Perma-Fix Northwest Richland, Inc. (“PFNWR”) which we
acquired in June 2007, for the full second quarter of 2008. Excluding the
revenue of our PFNWR facility, the Nuclear Segment revenue decreased $1,174,000
or 9.9%. This decrease is primarily the result of overall reduction in the
volume of waste receipts. Revenue for the second quarter of 2008 from the
Engineering Segment increased $257,000 or 48.3% to $789,000 from $532,000 for
the same period of 2007. This increase is attributed mainly to an increase
in
average billable rate and number of billed hours. Excluding the gross profit
and
revenue of PFNWR, gross profit for the Nuclear Segment as a percentage of
revenue decreased to 29.0% from 36.2%. The decrease in gross profit was due
primarily with the Nuclear Segment’s lower revenue and revenue mix. Our
Engineering Segment’s gross profit increased approximately $163,000 or 98.9% due
to increased revenue resulting from higher external billable hours at higher
average hourly rate. SG&A for the second quarter of 2008, excluding the
SG&A of PFNWR, decreased approximately $283,000 or 7.9%, as compared to the
three months ended June 30, 2007. This decrease is attributable mainly to
decrease in payroll and travel related costs as we continue our efforts in
streamlining our costs. In addition, certain costs related to services performed
by our Engineering Segment associated with the divestiture efforts of our
Industrial Segment were incurred in 2007 and not in 2008. Our working capital
position in the quarter continues to be negatively impacted by the acquisition
of PFNWR in June 2007, with the reclass of approximately $833,000 in principal
balance from long term to current on a shareholder note resulting from the
acquisition and payment of approximately $551,000 in financial assurance
coverage for the legacy waste at the facility. However, our working capital
position was positively impacted by the sale of our PFTS facility within our
Industrial Segment in the second quarter.
During
the second quarter of 2008, we completed the sale of substantially all of the
assets of Perma-Fix Treatment Services, Inc. (“PFTS”), a company within our
discontinued Industrial Segment, for $1,503,000 in cash, less final working
capital adjustments of approximately $135,000 which was paid to the buyer on
July 14, 2008, and the assumption by the buyer of certain liabilities of PFTS.
As previously reported, during the first quarter of 2008, we completed the
sale
of two other companies within our discontinued Industrial Segment, Perma-Fix
of
Maryland, Inc. (“PFMD”) and Perma-Fix of Dayton, Inc. (“PFD”). In January 2008,
we sold substantially all of the assets of PFMD for $3,825,000 in cash, subject
to certain working adjustments during 2008, and assumption by the buyer of
certain liabilities of PFMD. As of the date of this report, no working capital
adjustment has been made on the sale of PFMD. We anticipate that if there will
be a working capital adjustment made on the sale of PFMD, it will be completed
by the third quarter of 2008. In March 2008, we sold substantially all of the
assets of PFD for approximately $2,143,000 in cash, subject to certain working
capital adjustments after closing, and assumption by the buyer of certain of
PFD’s liabilities and obligations. In June 2008, we paid the buyer approximately
$209,000 due to certain working capital adjustments on the sale of PFD. We
do
not anticipate making any further working capital adjustments on the sale of
PFD. The net proceeds we received from these divestures were used to pay off
our
term note and reduce our revolver. See “—Discontinued Operations and Divestures”
in this “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” for further discussion of these transactions.
32
Results
of Operations
The
reporting of financial results and pertinent discussions are tailored to two
reportable segments: Nuclear and Engineering.
Three Months Ending
|
Six Months Ending
|
||||||||||||||||||||||||
June 30,
|
June 30,
|
||||||||||||||||||||||||
Consolidated (amounts in thousands)
|
2008
|
|
|
%
|
|
|
2007
|
|
|
%
|
|
|
2008
|
|
|
%
|
|
|
2007
|
|
|
%
|
|
||
Net revenues
|
$
|
15,798
|
100.0
|
$
|
13,537
|
100.0
|
$
|
30,682
|
100.0
|
$
|
26,458
|
100.0
|
|||||||||||||
Cost
of goods sold
|
10,913
|
69.1
|
8,733
|
64.5
|
21,986
|
71.7
|
17,054
|
64.5
|
|||||||||||||||||
Gross
profit
|
4,885
|
30.9
|
4,804
|
35.5
|
8,696
|
28.3
|
9,404
|
35.5
|
|||||||||||||||||
Selling,
general and administrative
|
3,996
|
25.3
|
3,759
|
27.8
|
7,803
|
25.4
|
7,474
|
28.2
|
|||||||||||||||||
Loss
on disposal of property and equipment
|
142
|
.9
|
2
|
―
|
142
|
.5
|
2
|
―
|
|||||||||||||||||
Income
from operations
|
$
|
747
|
4.7
|
$
|
1,043
|
7.7
|
$
|
751
|
2.4
|
$
|
1,928
|
7.3
|
|||||||||||||
Interest
income
|
49
|
.3
|
78
|
.6
|
117
|
.4
|
166
|
.6
|
|||||||||||||||||
Interest
expense
|
(325
|
)
|
(2.1
|
)
|
(272
|
)
|
(2.0
|
)
|
(678
|
)
|
(2.2
|
)
|
(473
|
)
|
(1.8
|
)
|
|||||||||
Interest
expense-financing fees
|
(57
|
)
|
(.4
|
)
|
(48
|
)
|
(.3
|
)
|
(110
|
)
|
(.4
|
)
|
(96
|
)
|
(.4
|
)
|
|||||||||
other
|
(12
|
)
|
―
|
9
|
―
|
(6
|
)
|
―
|
(7
|
)
|
―
|
||||||||||||||
Income
from continuing operations before taxes
|
402
|
2.5
|
810
|
6.0
|
74
|
.2
|
1,518
|
5.7
|
|||||||||||||||||
Income
tax expense
|
3
|
―
|
58
|
.4
|
3
|
―
|
183
|
.7
|
|||||||||||||||||
Income
from continuing operations
|
399
|
2.5
|
752
|
5.6
|
71
|
.2
|
1,335
|
5.0
|
|||||||||||||||||
Preferred
Stock dividends
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
Summary –
Three and Six Months Ended June 30, 2008 and 2007
Net
Revenue
Consolidated
revenues increased $2,261,000 for the three months ended June 30, 2008, compared
to the three months ended June 30, 2007, as follows:
(In thousands)
|
2008
|
|
%
Revenue
|
|
2007
|
|
%
Revenue
|
|
Change
|
|
%
Change
|
||||||||
Nuclear
|
|||||||||||||||||||
Government waste
|
$
|
5,574
|
35.3
|
$
|
3,656
|
27.0
|
$
|
1,918
|
52.5
|
||||||||||
Hazardous/Non-hazardous
|
922
|
5.8
|
1,682
|
12.4
|
(760
|
)
|
(45.2
|
)
|
|||||||||||
Other
nuclear waste
|
2,117
|
13.4
|
2,696
|
19.9
|
(579
|
)
|
(21.5
|
)
|
|||||||||||
LATA/Parallax
|
1,291
|
8.2
|
2,056
|
15.2
|
(765
|
)
|
(37.2
|
)
|
|||||||||||
Fluor
Hanford
|
729
|
(1)
|
4.6
|
1,717
|
(2)
|
12.7
|
(988
|
)
|
(57.5
|
)
|
|||||||||
Acquisition
- 6/07 (PFNWR)
|
4,376
|
(1)
|
27.7
|
1,198
|
(2)
|
8.9
|
3,178
|
265.3
|
|||||||||||
Total
|
15,009
|
95.0
|
13,005
|
96.1
|
2,004
|
15.4
|
|||||||||||||
Engineering
|
789
|
5.0
|
532
|
3.9
|
257
|
48.3
|
|||||||||||||
Total
|
$
|
15,798
|
100.0
|
$
|
13,537
|
100.0
|
$
|
2,261
|
16.7
|
(1)
Revenue
of $4,376,000 from PFNWR for the three months ended June 30, 2008 includes
approximately $3,697,000 relating to wastes generated by the federal government,
either directly or indirectly as a subcontractor to the federal government.
Of
the $3,697,000 in revenue, approximately $1,381,000 was from Fluor Hanford,
a
contractor to the federal government. Revenue for the three months ended June
30, 2008 from Fluor Hanford totaled approximately $2,110,000 or 13.4% of total
consolidated revenue.
(2)
Revenue
of $1,198,000 from PFNWR for the three months ended June 30, 2007 includes
approximately $775,000 relating to wastes generated by the federal government,
either directly or indirectly as a subcontractor to the federal government.
Of
the $775,000 in revenue, approximately $196,000 was from Fluor Hanford, a
contractor to the federal government. Revenue for the three months ended June
30, 2007 from Fluor Hanford totaled approximately $1,913,000 or 14.1% of total
consolidated revenue.
33
The
Nuclear Segment experienced $2,004,000
or 15.4% increase in revenue for the three months ended June 30, 2008 over
the
same period in 2007. Excluding the revenue of PFNWR facility, revenue from
our
Nuclear Segment decreased $1,174,000 or 9.9% over the same period of 2007.
Revenue from government generators (which includes LATA/Parallax and Fluor
Hanford), increased $165,000 or 2.2% (excluding PFNWR government revenue of
$3,697,000 and $775,000 for the three months ended June 30, 2008 and June 30,
2007, respectively). We saw a decrease in revenue of $765,000 or 37.2% from
LATA/Parallax due to significant progress made by LATA/Parallax in completing
legacy waste removal actions as part of their clean-up project at Portsmouth
for
the Department of Energy (“DOE”). We also saw a decrease of approximately
$988,000 or 57.5% in revenue from Fluor Hanford due to lower receipt. Revenue
from remaining government wastes saw an increase of approximately $1,918,000
or
52.5% due to higher priced waste with lower volume receipts. Hazardous and
Non-hazardous waste was down $760,000 or 45.2% due to lower volume of waste
received at lower average prices per drum. In addition, we had two large event
projects in 2007 and none occurred in 2008. Other nuclear waste revenue
decreased $579,000 or 21.5% due also to lower volume of waste received but
this
decrease was minimized by higher price waste. The backlog of stored waste within
the Nuclear Segment at June 30, 2008 was $6,287,000, excluding backlog of
$6,788,000 of PFNWR, as compared to $9,964,000, excluding backlog of PFNWR
facility of $4,683,000 as of December 31, 2007. This decrease in backlog of
$3,677,000, excluding the backlog of PFNWR facility, reflects decrease in
receipts that occurred in the second quarter. We expect waste backlog will
continue to fluctuate in 2008 depending on the complexity of waste streams
and
the timing of receipts and processing of materials. The high levels of backlog
material continue to position the segment well for increases in future
processing material prospective. Revenue from the Engineering Segment increased
approximately $257,000 or 48.3% as billability rate increased to 76.5% from
72.2%. External billed hours were up as was the average billing rate.
Consolidated
revenues increased $4,224,000 for the six months ended June 30, 2008, compared
to the six months ended June 30, 2007, as follows:
(In thousands)
|
2008
|
|
%
Revenue
|
|
2007
|
|
%
Revenue
|
|
Change
|
|
%
Change
|
||||||||
Nuclear
|
|||||||||||||||||||
Government
waste
|
$
|
8,301
|
27.0
|
$
|
7,077
|
26.7
|
$
|
1,224
|
17.3
|
||||||||||
Hazardous/Non-hazardous
|
1,777
|
5.8
|
3,168
|
12.0
|
(1,391
|
)
|
(43.9
|
)
|
|||||||||||
Other
nuclear waste
|
6,431
|
21.0
|
6,669
|
25.2
|
(238
|
)
|
(3.6
|
)
|
|||||||||||
LATA/Parallax
|
2,844
|
9.3
|
4,010
|
15.2
|
(1,166
|
)
|
(29.1
|
)
|
|||||||||||
Fluor
Hanford
|
1,496
|
(1)
|
4.9
|
3,227
|
(2)
|
12.2
|
(1,731
|
)
|
(53.6
|
)
|
|||||||||
Acquisition
- 6/07 (PFNWR)
|
8,142
|
(1)
|
26.5
|
1,198
|
(2)
|
4.5
|
6,944
|
579.6
|
|||||||||||
Total
|
28,991
|
94.5
|
25,349
|
95.8
|
3,642
|
14.4
|
|||||||||||||
Engineering
|
1,691
|
5.5
|
1,109
|
4.2
|
582
|
52.5
|
|||||||||||||
Total
|
$
|
30,682
|
100.0
|
$
|
26,458
|
100.0
|
$
|
4,224
|
16.0
|
(1)
Revenue
of $8,142,000 from PFNWR for the six months ended June 30, 2008 includes
approximately $6,751,000 relating to wastes generated by the federal government,
either directly or indirectly as a subcontractor to the federal government.
Of
the $6,751,000 in revenue, approximately $2,379,000 was from Fluor Hanford,
a
contractor to the federal government. Revenue for the six months ended June
30,
2008 from Fluor Hanford totaled approximately $3,875,000 or 12.6% of total
consolidated revenue.
(2)
Revenue
of $1,198,000 from PFNWR for the six months ended June 30, 2007 includes
approximately $775,000 relating to wastes generated by the federal government,
either directly or indirectly as a subcontractor to the federal government.
Of
the $775,000 in revenue, approximately $196,000 was from Fluor Hanford, a
contractor to the federal government. Revenue for the six months ended June
30,
2008 from Fluor Hanford totaled approximately $3,423,000 or 12.9% of total
consolidated revenue.
34
The
Nuclear Segment experienced approximately $3,642,000 or 14.4% increase in
revenue for the six months ended June 30, 2008 over the same period of 2007.
Excluding the revenue of PFNWR facility, revenue from our Nuclear Segment
decreased $3,302,000 or 13.7% over the same period of 2007. Revenue from
government generators (which includes LATA/Parallax and Fluor Hanford),
decreased $1,673,000 or 11.7% (excluding PFNWR government revenue of $6,751,000
and $775,000 for the six months ended June 30, 2008 and June 30, 2007,
respectively). We saw a decrease in revenue of $1,166,000 or 29.1% from
LATA/Parallax due to significant progress made by LATA/Parallax in completing
legacy waste removal actions as part of their clean-up project at Portsmouth
for
the Department of Energy. We also saw a significant decrease of approximately
$1,731,000 or 53.6% in revenue from Fluor Hanford due to lower overall receipts.
Revenue from remaining government wastes saw an increase of approximately
$1,224,000 or 17.3% due to higher priced waste with reduced volume. Hazardous
and Non-hazardous waste was down $1,391,000 or 43.9% due to lower volume of
waste received at lower average prices per drum. We also had three large event
projects in 2007, while none occurred in 2008. Other nuclear waste revenue
saw a
decreased of $238,000 or 3.6% as packaging and field service related revenue
from LATA/Parallax Portsmouth contract from 2007 did not occur in 2008. Revenue
from the Engineering Segment increased approximately $582,000 or 52.5% as
billability rate increased to 79.3% from 72.5%. External billed hours were
up as
was the average billing rate.
During
the second quarter of 2008, our M&EC subsidiary was awarded a subcontract by
a large environmental engineering firm (“the engineering firm”) to perform a
portion of facility operations and waste management activities for the DOE
Hanford, Washington site. The prime contract awarded by the DOE to the
engineering firm and our subcontract both provide for a transition period from
August 11, 2008 through September 30, 2008, a base period from October 1, 2008
through September 30, 2013 and an option period from October 1, 2013 through
September 30, 2018. The subcontract is a cost plus award fee contract. We
believe that once we begin full operation under this subcontract, we will
recognize annual revenues under this subcontract for on-site and off-site work
of approximately $40.0 million to $50.0 million in the early years of the
contract based on accelerated schedule goals. We anticipate to initially employ
approximately an additional 230 employees to service this subcontract. This
subcontract, as are most, if not all, contracts involving work relating to
federal sites provide that the government may terminate the contract with us
at
any time for convenience.
Cost
of Goods Sold
Cost
of
goods sold increased $2,180,000 for the quarter ended June 30, 2008, compared
to
the quarter ended June 30, 2007, as follows:
%
|
%
|
|||||||||||||||
(In
thousands)
|
2008
|
Revenue
|
2007
|
Revenue
|
Change
|
|||||||||||
Nuclear
|
$
|
7,545
|
71.0
|
$
|
7,534
|
63.8
|
11
|
|||||||||
Engineering
|
461
|
58.4
|
367
|
69.0
|
94
|
|||||||||||
Acquisition
- 6/07 (PFNWR)
|
2,907
|
66.4
|
832
|
69.4
|
2,075
|
|||||||||||
Total
|
$
|
10,913
|
69.1
|
$
|
8,733
|
64.5
|
2,180
|
Excluding
the cost of goods sold of PFNWR facility, the Nuclear Segment’s cost of goods
sold for the three months ended June 30, 2008 remained relatively flat, as
compared to the corresponding period of 2007. However, costs as a percentage
of
revenue were up approximately 7.2% due to revenue mix as processing and
materials expense was up despite lower volume processed and disposed of.
Additionally, higher lab costs and depreciation expenses related to the SouthBay
area at our M&EC facility increased as this area opened in May 2007.
Engineering Segment costs increased approximately $94,000 due to higher revenue.
Included within cost of goods sold is depreciation and amortization expense
of
$1,092,000 and $828,000 for the three months ended June 30, 2008, and 2007,
respectively.
35
Cost
of
goods sold increased $4,932,000 for the six months ended June 30, 2008, compared
to the six months ended June 30, 2007, as follows:
%
|
%
|
|||||||||||||||
(In
thousands)
|
2008
|
|
Revenue
|
|
2007
|
|
Revenue
|
|
Change
|
|||||||
Nuclear
|
$
|
15,298
|
73.4
|
$
|
15,447
|
64.0
|
(149
|
)
|
||||||||
Engineering
|
1,107
|
65.5
|
775
|
69.9
|
332
|
|||||||||||
Acquisition
- 6/07 (PFNWR)
|
5,581
|
68.5
|
832
|
69.4
|
4,749
|
|||||||||||
Total
|
$
|
21,986
|
71.7
|
$
|
17,054
|
64.5
|
4,932
|
We
saw a
small decrease in cost of goods sold of approximately $149,000 or 1.0% in the
Nuclear Segment, excluding the costs of goods sold of our PFNWR facility.
Despite lower revenue, volume processed and disposed of at our Nuclear Segment
facilities (excluding PFNWR), was relatively flat. The Engineering Segment’s
cost of goods sold saw an increase of approximately $332,000 due to higher
revenue. Included within cost of goods sold is depreciation and amortization
expense of $2,185,000 and $1,568,000 for the six months ended June 30, 2008,
and
2007, respectively.
Gross
Profit
Gross
profit for the quarter ended June 30, 2008, increased $81,000 over 2007, as
follows:
(In
thousands)
|
2008
|
%
Revenue
|
2007
|
%
Revenue
|
Change
|
|||||||||||
Nuclear
|
$
|
3,088
|
29.0
|
$
|
4,273
|
36.2
|
$
|
(1,185
|
)
|
|||||||
Engineering
|
328
|
41.6
|
165
|
31.0
|
163
|
|||||||||||
Acquisition
- 6/07 (PFNWR)
|
1,469
|
33.6
|
366
|
30.6
|
1,103
|
|||||||||||
Total
|
$
|
4,885
|
30.9
|
$
|
4,804
|
35.5
|
$
|
81
|
Excluding
the gross profit of PFNWR, we saw a decrease of approximately $1,185,000 or
27.7% in our Nuclear Segment for the three months ended June 30, 2008 as
compared to the corresponding period of 2007. This decrease in gross profit
was
due mainly to reduced revenue. The decrease in gross margin as a percent of
sales was due to the revenue mix received and processed as we had a higher
mix
of lower margin waste which required higher material costs to process this
quarter as compared to the corresponding period of 2007. The Engineering Segment
gross profit increased approximately $163,000 or 98.9% due to increased revenue
due to higher external billable hours at higher average hourly rate.
Gross
profit for the six months ended June 30, 2008, decreased $708,000 over 2007,
as
follows:
(In
thousands)
|
2008
|
%
Revenue
|
2007
|
%
Revenue
|
Change
|
|||||||||||
Nuclear
|
$
|
5,551
|
26.6
|
$
|
8,705
|
36.0
|
$
|
(3,154
|
)
|
|||||||
Engineering
|
584
|
34.5
|
333
|
30.0
|
251
|
|||||||||||
Acquisition
6/07 (PFNWR)
|
2,561
|
31.5
|
366
|
30.6
|
2,195
|
|||||||||||
Total
|
$
|
8,696
|
28.3
|
$
|
9,404
|
35.5
|
$
|
(708
|
)
|
Excluding
the gross profit of PFNWR, we saw a decrease of approximately $3,154,000 or
36.2% in our Nuclear Segment for the six months ended June 30, 2008 as compared
to the corresponding period of 2007. This decrease in gross profit was due
mainly to reduced revenue. The decrease in gross margin as a percent of sales
was due to the revenue mix received and processed. While processing and disposal
volume remained relatively constant year over year, the mix of waste to lower
margin waste streams with higher material expenses impacted gross margin. In
addition, lower waste receipts volume reduced the revenue and gross margin
recognized from this process of our revenue. The Engineering Segment gross
profit increased approximately $251,000 or 75.4% due to increased revenue due
to
higher external billable hours at higher average hourly rate.
36
Selling,
General and Administrative
Selling,
general, and administrative (“SG&A”)
expenses
increased $237,000 for the three months ended June 30, 2008, as compared to
the
corresponding period for 2007, as follows:
%
|
%
|
|||||||||||||||
(In
thousands)
|
2008
|
Revenue
|
2007
|
Revenue
|
Change
|
|||||||||||
Administrative
|
$
|
1,365
|
—
|
$
|
1,459
|
—
|
$
|
(94
|
)
|
|||||||
Nuclear
|
1,721
|
16.2
|
1,981
|
16.8
|
(260
|
)
|
||||||||||
Engineering
|
194
|
24.6
|
123
|
23.1
|
71
|
|||||||||||
Acquisition
6/07 (PFNWR)
|
716
|
16.4
|
196
|
16.4
|
520
|
|||||||||||
Total
|
$
|
3,996
|
25.3
|
$
|
3,759
|
27.8
|
$
|
237
|
Excluding
the SG&A of our PFNWR facility, SG&A expenses decreased approximately
$283,000 or approximately 7.9% for the three months ended June 30, 2008, as
compared to the corresponding period of 2007. The decrease in administrative
SG&A of approximately $94,000 for the three months ended June 30, 2008 as
compared to the corresponding period of 2007 was the result of lower consulting
and facility review expenses which were incurred during our divestiture of
the
Industrial Segment in 2007. In addition, payroll related expenses were down
resulting from lower bonus/incentive due to company performance and our 401k
match expenses were down due to the forfeiture of the Company’s match portion by
the Industrial Segment employees who left the Company following the
divestitures. Nuclear Segment SG&A was down approximately $260,000,
excluding the SG&A expenses of PFNWR. This decrease is attributed mainly to
lower payroll, commission, and travel related expenses as revenue was down
in
the quarter and we continue to streamline our costs. The Engineering Segment’s
SG&A expense increased approximately $71,000 primarily due to increase in
payroll expenses in 2008. Included in SG&A expenses is depreciation and
amortization expense of $25,000 and $29,000 for the three months ended June
30,
2008, and 2007, respectively.
SG&A
expenses
increased $329,000 for the six months ended June 30, 2008, as compared to the
corresponding period for 2007, as follows:
%
|
%
|
|||||||||||||||
(In
thousands)
|
2008
|
Revenue
|
2007
|
Revenue
|
Change
|
|||||||||||
Administrative
|
$
|
2,654
|
—
|
$
|
2,804
|
—
|
$
|
(150
|
)
|
|||||||
Nuclear
|
3,450
|
16.5
|
4,232
|
17.5
|
(782
|
)
|
||||||||||
Engineering
|
321
|
19.0
|
242
|
21.8
|
79
|
|||||||||||
Acquisition
- 6/07 (PFNWR)
|
1,378
|
16.9
|
196
|
16.4
|
1,182
|
|||||||||||
Total
|
$
|
7,803
|
25.4
|
$
|
7,474
|
28.2
|
$
|
329
|
Excluding
the SG&A of our PFNWR facility, SG&A decreased approximately $853,000 or
11.7% for the six month ended June 30, 2008 as compared to the corresponding
period of 2007. The decrease in administrative SG&A of approximately
$150,000 for the six months ended June 30, 2008 as compared to the corresponding
period of 2007 was the result of lower consulting and facility review services
related to the divestiture of the Industrial Segment incurred predominately
in
2007. In addition, payroll related expenses were down resulting from lower
bonus/incentive due to company performance and our 401k match was down due
to
the forfeiture of the Company’s match portion for the Industrial Segment
employees who left the Company due to the divestitures. The decrease within
the
Nuclear Segment (excluding PFNWR) was due primarily to lower payroll,
commission, and travel related expenses as revenue is down from prior year
and
we continue to streamline our costs. The Engineering Segment’s increase of
approximately $79,000 was due primarily to increase in payroll related expenses.
Included in SG&A expenses is depreciation and amortization expense of
$53,000 and $60,000 for the six months ended June 30, 2008, and 2007,
respectively.
37
Loss
(Gain) on disposal of Property and Equipment
The
increase in loss on fixed assets of approximately $140,000 for both the three
and six months ended June 30, 2008 as compared the corresponding period of
2007
was the result of disposal of idle equipment at our DSSI facility.
Interest
Income
Interest
income decreased $29,000 and $49,000 for the three and six months ended June
30,
2008, as compared to the same period ended June 30, 2007, respectively. The
decrease for the three and six months is primarily due to interest earned from
excess cash in a sweep account which the Company had in the three and six months
ended June 30, 2007 which did not exist in the same periods of 2008. The excess
cash the Company had in 2007 was the result of warrants and option exercises
from the latter part of 2006.
Interest
Expense
Interest
expense increased $53,000 and $205,000 for the three and six months ended June
30, 2008, respectively, as compared to the corresponding period of 2007.
Three Months
|
Six Months
|
||||||||||||||||||
(In
thousands)
|
2008
|
2007
|
Change
|
2008
|
2007
|
Change
|
|||||||||||||
PNC
interest
|
$
|
98
|
$
|
139
|
$
|
(41
|
)
|
$
|
221
|
$
|
247
|
$
|
(26
|
)
|
|||||
Other
|
227
|
133
|
94
|
457
|
226
|
231
|
|||||||||||||
Total
|
$
|
325
|
$
|
272
|
$
|
53
|
$
|
678
|
$
|
473
|
$
|
205
|
The
increase in interest expense for both the three and six months ended June 30,
2008 as compared to the corresponding period of 2007 is due primarily to
interest on external debt incurred resulting from the acquisition of PFNW and
PFNWR in June 2007. In addition, we continue to maintain our revolver borrowing
position at PNC throughout the first six months of 2008 as a result of the
increased borrowing made necessary for the acquisition in 2007. Our revolver
was
not utilized throughout most of the first six months of 2007 until the
acquisition of PFNW and PFNWR in June 2007. The increase in interest expense
for
both the three and six months was offset by a decrease in interest expense
on
our term note, resulting from the reduction in term loan balance from proceeds
received from the sale of PFMD and PFD facilities in the first quarter of 2008
and the payoff of our term note from proceeds received from the sale of PFTS
facility in the second quarter 2008.
Interest
Expense - Financing Fees
Interest
expense-financing fees increased approximately $9,000 and $14,000 for the three
and six months period ended June 30, 2008, as compared to the corresponding
period of 2007. The increase for the three and six months is due mainly to
fees
paid to PNC for entering into Amendment No. 10 under our credit facility, which
extended the due date of the $25 million credit facility from November 27,
2008
to September 30, 2009. This amendment also waived the Company’s violation of the
fixed charge coverage ratio as of December 31, 2007 and revised and modified
the
method of calculating the fixed charge coverage ratio covenant contained in
the
loan agreement in each quarter of 2008
Discontinued
Operations and Divestitures
On
May
18, 2007, our Board of Directors authorized the divestiture of our Industrial
Segment. Our Industrial Segment provides treatment, storage, processing, and
disposal of hazardous and non-hazardous waste, wastewater management services,
and environmental services, which includes emergency response, vacuum services,
marine environmental, and other remediation services. The decision to sell
our
Industrial Segment was based on our belief that our Nuclear Segment represents
a
sustainable long-term growth driver of our business. We have completed the
sale
of the following facilities/operations within our Industrial Segment as follows:
as previously disclosed, on January 8, 2008, we completed the sale of
substantially all of the assets of Perma-Fix Maryland, Inc. (“PFMD”) for
$3,825,000 in cash, subject to a working capital adjustment during 2008, and
assumption by the buyer of certain liabilities of PFMD. As of the date of this
report, no working capital adjustment has been made on the sale of PFMD. We
anticipate that if there will be a working capital adjustment made on the sale
of PFMD, it will be completed by the third quarter of 2008; as previously
disclosed, on March 14, 2008, we completed the sale of substantially all of
the
assets of Perma-Fix of Dayton, Inc. (“PFD”) for approximately $2,143,000 in
cash, subject to certain working capital adjustments after the closing, plus
assumption by the buyer of certain of PFD’s liabilities and obligations. In June
2008, we paid the buyer approximately $209,000 due to certain working capital
adjustments. We do not anticipate making any further working capital adjustments
on the sale of PFD; and on May 30, 2008, we completed the sale of substantially
all of the assets of Perma-Fix Treatment Services, Inc. (“PFTS”) for
approximately $1,503,000, subject to working capital adjustments during 2008,
and assumption by the buyer of certain liabilities of PFTS. In July 2008, we
paid the buyer approximately $135,000 due to final working capital adjustment.
As previously disclosed, we have been negotiating the sale of Perma-Fix of
South
Georgia (“PFSG”) with a potential buyer and had anticipated completing the sale
in the third quarter 2008; however, we were not able to come to terms on the
sale of PFSG with this potential buyer and negotiation has since been broken
off. We continue to market and have discussions with potential buyers who are
interested in the remaining facilities/operations within our Industrial Segment
but as of the date of this report, we have not entered into any agreements
regarding these other remaining companies or operations within our Industrial
Segment.
38
At
May
25, 2007, the Industrial Segment met the held for sale criteria under Statement
of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the
Impairment or Disposal of Long-Lived Assets”, and therefore, certain assets and
liabilities of the Industrial Segment are reclassified as discontinued
operations in the Consolidated Balance Sheets, and we have ceased depreciation
of the Industrial Segment’s long-lived assets classified as held for sale. In
accordance with SFAS No. 144, the long-lived assets have been written down
to
fair value less anticipated selling costs. We have recorded $6,367,000 in
impairment charges, all of which were included in “loss from discontinued
operations, net of taxes” on our Consolidated Statement of Operations for the
year ended December 31, 2007. The results of operations and cash flows of the
Industrial Segment have been reported in the Consolidated Financial Statements
as discontinued operations for all periods presented. The criteria which the
Company based its decision in reclassifying its Industrial Segment as
discontinued operations is as follows: (1) the Company has the ability and
authority to sell the facilities within the Industrial Segment; (2) the
facilities are available for sale in its present condition; (3) the sale of
the
facilities is probable and is expected to occur within one year, subject to
certain circumstances; (4) the facilities are being actively marketed at its
fair value; and (5) the Company’s actions to finalize the disposal of the
facilities are unlikely to change significantly.
We
believe the divestiture of certain facilities within our Industrial Segment
has
not occurred within the anticipated time period due to the current state of
our
economy which has impacted potential buyers’ ability to obtain financing.
Originally, we had planned to sell the majority of companies that comprised
the
Industrial Segment together; however, that plan did not materialize as expected.
We have since sold certain facilities individually and are marketing and
attempting to sell the remaining facilities/operations within our Industrial
Segment for eventual sale.
Pursuant
to the terms of our credit facility, proceeds received from the sale of
substantially all of the assets of PFMD were used to pay down our term loan,
with the remaining funds used to pay down our revolver. As of the June 30,
2008,
we have sold approximately $3,100,000 of PFMD’s assets, which excludes
approximately $10,000 of restricted cash. The buyer assumed liabilities in
the
amount of approximately $1,108,000. As of June 30, 2008, expense relating to
the
sale of PFMD totaled approximately $128,000, of which $50,000 was paid in the
second quarter of 2008. We anticipate paying the remaining expenses by the
end
of the third quarter of 2008. As of the date of this report, no working capital
adjustment has been made on the sale of PFMD. We anticipate that if there will
be a working capital adjustment made on the sale of PFMD, it will be completed
by the third quarter of 2008. As of June 30, 2008, the gain on the sale of
PFMD
totaled approximately $1,647,000 net of taxes of $43,000. The purchase price
is
subject to further working capital adjustments. The gain is recorded separately
on the Consolidated Statement of Operations as “Gain on disposal of discontinued
operations, net of taxes”.
39
Pursuant
to the terms of our credit facility, the proceeds received from the sale of
substantially all of the assets of PFD were used to pay down our term note.
As
of June 30, 2008, we have sold approximately $3,103,000 of PFD’s assets. The
buyer assumed liabilities in the amount of approximately $1,635,000. As of
June
30, 2008, expenses relating to the sale of PFD totaled approximately $197,000,
of which $28,000 was paid in the second quarter of 2008. We anticipate paying
the remaining expenses by the end of the third quarter of 2008. In June 2008,
we
paid the buyer approximately $209,000 due to certain working capital
adjustments. We do not anticipate making any further working capital adjustments
on the sale of PFD. As a result, for the three months ended June 30, 2008,
we
reduced our gain on the sale of PFD by approximately $195,000, net of taxes
of
$0. As of June 30, 2008, our gain on the sale of PFD totaled approximately
$266,000, net of taxes of $0. The gain is recorded separately on the
Consolidated Statement of Operations as “Gain on disposal of discontinued
operations, net of taxes”.
Pursuant
to the terms of our credit facility, the proceeds received from the sale of
substantially all of the assets of PFTS were used to pay off our term note
with
the remaining funds used to pay down our revolver. As of June 30, 2008, we
had
sold approximately $1,861,000 of PFTS’s assets. The buyer assumed liabilities in
the amount of approximately $996,000. As of June 30, 2008, we recorded a gain
of
approximately $303,000, net of taxes of $0, which includes $135,000 in final
working capital adjustment paid to the buyer on July 14, 2008, on the sale
of
PFTS. The purchase price is subject to further working capital adjustment.
The
gain is recorded separately on the Consolidated Statement of Operations as
“Gain
on disposal of discontinued operations, net of taxes”.
Our
Industrial Segment generated revenues of $3,512,000 and $8,485,000 for the
three
and six months ended June 30, 2008, respectively, as compared to $8,152,000
and
$15,387,000 the corresponding period of 2007 and had net operating loss of
$174,000 and $885,000 for the three and six months ended June 30, 2008,
respectively, as compared to net operating income of $470,000 and net operating
loss of $1,197,000 for the corresponding period of 2007.
Assets
and liabilities related to discontinued operations total $6,709,000 and
$6,298,000 as of June 30, 2008, respectively and $14,341,000 and $11,949,000
as
of December 31, 2007, respectively.
40
Non
Operational Facilities
The
Industrial Segment includes two previously shut-down facilities which were
presented as discontinued operations in prior years. These facilities include
Perma-Fix of Pittsburgh (PFP) and Perma-Fix of Michigan (PFMI). Our decision
to
discontinue operations at PFP was due to our reevaluation of the facility and
our inability to achieve profitability at the facility. During February 2006,
we
completed the remediation of the leased property and the equipment at PFP,
and
released the property back to the owner. Our decision to discontinue operations
at PFMI was principally a result of two fires that significantly disrupted
operations at the facility in 2003, and the facility’s continued drain on the
financial resources of our Industrial Segment. As a result of the discontinued
operations at the PFMI facility, we were required to complete certain closure
and remediation activities pursuant to our RCRA permit, which were completed
in
January 2006. In September 2006, PFMI signed a Corrective Action Consent Order
with the State of Michigan, requiring performance of studies and development
and
execution of plans related to the potential clean-up of soils in portions of
the
property. The level and cost of the clean-up and remediation are determined
by
state mandated requirements. Upon discontinuation of operations in 2004, we
engaged our engineering firm, SYA, to perform an analysis and related estimate
of the cost to complete the RCRA portion of the closure/clean-up costs and
the
potential long-term remediation costs. Based upon this analysis, we estimated
the cost of this environmental closure and remediation liability to be
$2,464,000. During 2006, based on state-mandated criteria, we re-evaluated
our
required activities to close and remediate the facility, and during the quarter
ended June 30, 2006, we began implementing the modified methodology to remediate
the facility. As a result of the reevaluation and the change in methodology,
we
reduced the accrual by $1,182,000. We
have spent approximately $710,000 for closure costs since September 30, 2004,
of
which $7,000 has been spent during the six months of 2008 and $81,000 was spent
during 2007. In the 4th
quarter of 2007, we reduced our reserve by $9,000 as a result of our
reassessment of the cost of remediation. We have $556,000 accrued for the
closure, as of June 30, 2008, and we anticipate spending $170,000 in the
remaining six months of 2008 with the remainder over the next six years. Based
on the current status of the Corrective Action, we believe that the remaining
reserve is adequate to cover the liability.
As
of June 30, 2008, PFMI has a pension payable of $1,172,000. The
pension plan withdrawal liability is a result of the termination of the union
employees of PFMI. The PFMI union employees participate in the Central States
Teamsters Pension Fund ("CST"), which provides that a partial or full
termination of union employees may result in a withdrawal liability, due from
PFMI to CST. The recorded liability is based upon a demand letter received
from
CST in August 2005 that provided for the payment of $22,000 per month over
an
eight year period. This obligation is recorded as a long-term liability, with
a
current portion of $171,000 that we expect to pay over the next
year.
Liquidity
and Capital Resources of the Company
Our
capital requirements consist of general working capital needs, scheduled
principal payments on our debt obligations and capital leases, remediation
projects and planned capital expenditures. Our capital resources consist
primarily of cash generated from operations, funds available under our revolving
credit facility and proceeds from issuance of our Common Stock. Our capital
resources are impacted by changes in accounts receivable as a result of revenue
fluctuation, economic trends, collection activities, and the profitability
of
the segments.
At
June
30, 2008, we had cash of $41,000. The following table reflects the cash flow
activities during the first six months of 2008.
(In
thousands)
|
2008
|
|||
Cash
provided by continuing operations
|
$
|
6,761
|
||
Gain
on disposal of discontinued operations
|
(2,216
|
)
|
||
Cash
used in discontinued operations
|
(819
|
)
|
||
Cash
used in investing activities of continuing operations
|
(3,333
|
)
|
||
Proceeds
from sale of discontinued operations
|
7,131
|
|||
Cash
provided by investing activities of discontinued
operations
|
20
|
|||
Cash
used in financing activities of continuing operations
|
(7,336
|
)
|
||
Principal
repayment of long-term debt for discontinued operations
|
(269
|
)
|
||
Decrease
in cash
|
$
|
(61
|
)
|
We
are in
a net borrowing position and therefore attempt to move all excess cash balances
immediately to the revolving credit facility, so as to reduce debt and interest
expense. We utilize a centralized cash management system, which includes
remittance lock boxes and is structured to accelerate collection activities
and
reduce cash balances, as idle cash is moved without delay to the revolving
credit facility or the Money Market account, if applicable. The cash balance
June 30, 2008, primarily represents minor petty cash and local account balances
used for miscellaneous services and supplies.
41
Operating
Activities
Accounts
Receivable, net of allowances for doubtful accounts, totaled $9,086,000, a
decrease of $4,450,000 over the December 31, 2007, balance of $13,536,000.
The
Nuclear Segment experienced a decrease of approximately $4,375,000 as a result
of improved collection efforts. The Engineering Segment experienced a decrease
of approximately $75,000 due also mainly to improved collection efforts.
Unbilled
receivables are generated by differences between invoicing timing and the
percentage of completion methodology used for revenue recognition purposes.
As
major processing phases are completed and the costs incurred, we recognize
the
corresponding percentage of revenue. We experience delays in processing invoices
due to the complexity of the documentation that is required for invoicing,
as
well as, the difference between completion of revenue recognition milestones
and
agreed upon invoicing terms, which results in unbilled receivables. The timing
differences occur for several reasons: Partially from delays in the final
processing of all wastes associated with certain work orders and partially
from
delays for analytical testing that is required after we have processed waste
but
prior to our release of waste for disposal. The difference also occurs due
to
our end disposal sites requirement of pre-approval prior to our shipping waste
for disposal and our contract terms with the customer that we dispose of the
waste prior to invoicing. These delays usually take several months to complete.
As of June 30, 2008, unbilled receivables totaled $12,784,000, a decrease of
$1,309,000 from the December 31, 2007, balance of $14,093,000, which reflects
our continued efforts to reduce this balance. The delays in processing invoices,
as mentioned above, usually take several months to complete but are normally
considered collectible within twelve months. However, as we now have historical
data to review the timing of these delays, we realize that certain issues,
including but not limited to delays at our third party disposal site, can
exacerbate collection of some of these receivables greater than twelve months.
Therefore, we have segregated the unbilled receivables between current and
long
term. The current portion of the unbilled receivables as of June 30, 2008 is
$9,358,000, a decrease of $963,000 from the balance of $10,321,000 as of
December 31, 2007. The long term portion as of June 30, 2008 is $3,426,000,
a
decrease of $346,000 from the balance of $3,772,000 as of December 31,
2007.
As
of
June 30, 2008, total consolidated accounts payable was $7,432,000, an increase
of $2,422,000 from the December 31, 2007, balance of $5,010,000. The increase
is
the result of our continued efforts to manage payment terms with our vendors
to
maximize our cash position throughout all segments. Accounts payable can
increase in conjunction with decreases in accrued expenses depending on the
timing of vendor invoices.
Accrued
Expenses as of June 30, 2008, totaled $7,872,000, a decrease of $1,335,000
over
the December 31, 2007, balance of $9,207,000. Accrued expenses are made up
of
accrued compensation, interest payable, insurance payable, certain tax accruals,
and other miscellaneous accruals. The decrease is primarily due to monthly
payment for the Company’s general insurance policies and the closure policy for
PFNWR facility.
Disposal/transportation
accrual as of June 30, 2008, totaled $7,597,000, an increase of $920,000 over
the December 31, 2007 balance of $6,677,000. The increase is mainly attributed
to increased disposal accrual related to legacy waste at PFNWR facility.
Our
working capital position at June 30, 2008 was a negative $9,864,000, which
includes working capital of our discontinued operations, as compared to a
negative working capital of $17,154,000 as of December 31, 2007. The improvement
in our working capital is primarily the result of the reclassification of our
indebtedness to certain of our lenders from current (less current maturities)
to
long term in the first quarter of 2008 due to the Company meeting its fixed
charge coverage ratio, pursuant to our loan agreement, as amended, in the first
quarter of 2008. We have continued to meet our fixed charge coverage ratio
in
the second quarter of 2008. The Company failed to meet its fixed charge coverage
ratio as of December 31, 2007 and as a result we were required under generally
accepted accounting principles to reclassify debt under our credit facility
with
PNC and debt payable to KeyBank National Association, due to a cross default
provision from long term to current as of December 31, 2007. Our working capital
in 2008 was also impacted by the annual cash payment to the finite risk sinking
fund of $1,003,000, our payments of approximately $1,652,000 in financial
assurance coverage for the legacy waste at our PFNWR facility, capital spending
of approximately $641,000, the reclass of approximately $833,000 in principal
balance on the shareholder note resulting from the acquisition of PFNWR in
June
from long term to current, and the payments against the long term portion of
our
term note of approximately $4,500,000 in proceeds received from sale of PFMD,
PFD, and PFTS.
42
Investing
Activities
Our
purchases of capital equipment for the year six months ended June 30, 2008,
totaled approximately $641,000 of which $562,000 and $79,000 was for our
continuing and discontinued operations, respectively. These expenditures were
for expansion and improvements to the operations principally within the Nuclear
Segment. These capital expenditures were funded by the cash provided by
operations. We have budgeted capital expenditures of approximately $3,100,000
for fiscal year 2008 for our operating segments to expand our operations into
new markets, reduce the cost of waste processing and handling, expand the range
of wastes that can be accepted for treatment and processing, and to maintain
permit compliance requirements. We expect to fund these capital expenditures
through our operations. Certain of these budgeted projects are discretionary
and
may either be delayed until later in the year or deferred altogether. We have
traditionally incurred actual capital spending totals for a given year less
than
the initial budget amount. The initiation and timing of projects are also
determined by financing alternatives or funds available for such capital
projects. We anticipate funding these capital expenditures by a combination
of
lease financing and internally generated funds.
In
June
2003, we entered into a 25-year finite risk insurance policy, which provides
financial assurance to the applicable states for our permitted facilities in
the
event of unforeseen closure. Prior to obtaining or renewing operating permits,
we are required to provide financial assurance that guarantees to the states
that in the event of closure, our permitted facilities will be closed in
accordance with the regulations. The policy provides a maximum $35 million
of
financial assurance coverage of which the coverage amount totals $30,879,000
at
June 30, 2008, and has available capacity to allow for annual inflation and
other performance and surety bond requirements. This finite risk insurance
policy required an upfront payment of $4.0 million, of which $2,766,000
represented the full premium for the 25-year term of the policy, and the
remaining $1,234,000, was deposited in a sinking fund account representing
a
restricted cash account. In February 2008, we paid our fifth of nine required
annual installments of $1,004,000, of which $991,000 was deposited in the
sinking fund account, the remaining $13,000 represents a terrorism premium.
As
of June 30, 2008, we have recorded $6,852,000 in our sinking fund on the balance
sheet, which includes interest earned of $664,000 on the sinking fund as of
June
30, 2008. Interest income for the three and six months ended June 30, 2008,
was
$35,000 and 89,000, respectively. On the fourth and subsequent anniversaries
of
the contract inception, we may elect to terminate this contract. If we so elect,
the Insurer will pay us an amount equal to 100% of the sinking fund account
balance in return for complete releases of liability from both us and any
applicable regulatory agency using this policy as an instrument to comply with
financial assurance requirements.
In
August
2007, we entered into a second finite risk insurance policy for our PFNWR
facility, which we acquired in June 2007. The policy provides an initial $7.8
million of financial assurance coverage with annual growth rate of 1.5%, which
at the end of the four year term policy, will provide maximum coverage of $8.2
million. The policy will renew automatically on an annual basis at the end
of
the four year term and will not be subject to any renewal fees. The policy
requires total payment of $4.4 million, consisting of an annual payment of
$1.4
million, and two annual payments of $1.5 million, starting July 31, 2007. In
July 2007, we paid the first of our three annual payments of $1.4 million,
of
which $1.1 million represented premium on the policy and the remaining $258,000
was deposited into a sinking fund account. Each of the two remaining $1.5
million payments will consist of $176,000 in premium with the remaining $1.3
million to be deposited into a sinking fund. As part of the acquisition of
PFNWR
facility in June 2007, we have a large disposal accrual related to the legacy
waste at the facility of approximately $4,690,000 as of June 30, 2008. We
anticipate disposal of this legacy waste by December 31, 2008. In connection
with this waste, we are required to provide financial assurance coverage of
approximately $2.8 million, consisting of five equal payment of approximately
$550,604, which will be deposited into a sinking fund. We have made three of
the
five payments as of June 30, 2008, with the remaining two payable by August
31,
2008. Once this legacy waste has been disposed of and release of the financial
assurance is received from the state, we will have the opportunity to reduce
this financial assurance coverage by releasing the funds back to us. As of
June
30, 2008, we have recorded $1,939,000 in our sinking fund on the balance sheet,
which includes interest earned of $29,000 on the sinking fund as of June 30,
2008. Interest income for the three and six months ended June 30, 2008, was
$20,000 and 29,000, respectively.
43
On
July
28, 2006, our Board of Directors has authorized a common stock repurchase
program to purchase up to $2,000,000 of our Common Stock, through open market
and privately negotiated transactions, with the timing, the amount of repurchase
transactions and the prices paid under the program as deemed appropriate by
management and dependent on market conditions and corporate and regulatory
considerations. We plan to fund any repurchases under this program through
our
internal cash flow and/or borrowing under our line of credit. As of the date
of
this report, we have not repurchased any of our Common Stock under the program
as we continue to evaluate this repurchase program within our internal cash
flow
and/or borrowings under our line of credit.
Financing
Activities
On
December 22, 2000, we entered into a Revolving Credit, Term Loan and Security
Agreement ("Agreement") with PNC Bank, National Association, a national banking
association ("PNC") acting as agent ("Agent") for lenders, and as issuing bank,
as amended. The Agreement provides for a term loan ("Term Loan") in the amount
of $7,000,000, which requires monthly installments of $83,000 with the remaining
unpaid principal balance due on September 30, 2009. The Agreement also provides
for a revolving line of credit ("Revolving Credit") with a maximum principal
amount outstanding at any one time of $18,000,000, as amended. The Revolving
Credit advances are subject to limitations of an amount up to the sum of (a)
up
to 85% of Commercial Receivables aged 90 days or less from invoice date, (b)
up
to 85% of Commercial Broker Receivables aged up to 120 days from invoice date,
(c) up to 85% of acceptable Government Agency Receivables aged up to 150 days
from invoice date, and (d) up to 50% of acceptable unbilled amounts aged up
to
60 days, less (e) reserves the Agent reasonably deems proper and necessary.
As
of June 30, 2008, the excess availability under our Revolving Credit was
$4,481,000 based on our eligible receivables.
Pursuant
to the Agreement, as amended, the Term Loan bears interest at a floating rate
equal to the prime rate plus 1%, and the Revolving Credit at a floating rate
equal to the prime rate plus ½%. The Agreement was subject to a prepayment fee
of 1% until March 25, 2006, and ½% until March 25, 2007 had we elected to
terminate the Agreement with PNC.
On
March
26, 2008, we entered into Amendment No. 10 with PNC, which extended the due
date
of the $25 million credit facility from November 27, 2008 to September 30,
2009.
This amendment also waived the Company’s violation of the fixed charge coverage
ratio as of December 31, 2007 and revised and modified the method of calculating
the fixed charge coverage ratio covenant contained in the loan agreement in
each
quarter of 2008. Pursuant to the amendment, we may terminate the agreement
upon
60 days’ prior written notice upon payment in full of the obligation. As a
condition to this amendment, we paid PNC a fee of $25,000.
On
July
25, 2008, we entered into Amendment No. 11 with PNC which extended the
additional $2,000,000 of availability via a sub-facility resulting from the
acquisition of Nuvotec (n/k/a Perma-fix Northwest, Inc.) and PEcoS (n/k/a
Perma-Fix Northwest Richland, Inc.) within our secured revolver loan, pursuant
to Amendment No. 6, dated June 12, 2007 to the earlier of August 30, 2008 or
the
date that our Revolving Credit, Term Loan and Security Agreement is restructure
with PNC.
On
August
4, 2008, we entered into Amendment No. 12 with PNC. Pursuant to Amendment No.
12, PNC renewed and extended our credit facility by increasing our term loan
back up to $7.0 million from the current principal outstanding balance of $0,
with the revolving line of credit remaining at $18,000,000. Under Amendment
No.
12, the due date of the $25 million credit facility is extended through July
31,
2012. The Term Loan continues to be payable in monthly installments of
approximately $83,000, plus accrued interest, with the remaining unpaid
principal balance and accrued interest, payable by July 31, 2012. Pursuant
to
the Amendment No. 12, we may terminate the agreement upon 90 days’ prior written
notice upon payment in full of the obligation. We agreed to pay PNC 1% of the
total financing fees in the event we pay off our obligations on or prior to
August 4, 2009 and 1/2% of the total financing fees if we pay off our
obligations on or after August 5, 2009 but prior to August 4, 2010. No early
termination fee shall apply if we pay off our obligation after August 5, 2010.
As part of Amendment No. 12, we agreed to grant mortgages to PNC as to certain
of our facilities not previously granted to PNC under the Agreement. Amendment
No. 12 also terminated the $2,000,000 of availability pursuant to Amendment
No.
11 noted above in its entirety. All other terms and conditions to the credit
facility remain principally unchanged. The $7.0 million in loan proceeds will
be
used to reduce our revolver balance and our current liabilities. As of August
6,
2008, our excess availability under our Revolving Credit was $6,604,000 based
on
our eligible receivables. As a condition of Amendment No. 12, we agreed to
pay
PNC a fee of $120,000.
44
In
conjunction with our acquisition of M&EC, M&EC issued a promissory note
for a principal amount of $3.7 million to Performance Development Corporation
(“PDC”), dated June 25, 2001, for monies advanced to M&EC for certain
services performed by PDC. The promissory note is payable over eight years
on a
semiannual basis on June 30 and December 31. The note is due on December 31,
2008, with the final principal repayment of $235,000 to be made by December
31,
2008. Interest is accrued at the applicable law rate (“Applicable Rate”)
pursuant to the provisions of section 6621 of the Internal Revenue Code of
1986
as amended (8.0% on June 30, 2008) and payable in one lump sum at the end of
the
loan period. On June 30, 2008, the outstanding balance was $2,442,000 including
accrued interest of approximately $2,207,000. PDC has directed M&EC to make
all payments under the promissory note directly to the IRS to be applied to
PDC's obligations under its installment agreement with the IRS.
Additionally,
M&EC entered into an installment agreement with the Internal Revenue Service
(“IRS”) for a principal amount of $923,000 effective June 25, 2001, for certain
withholding taxes owed by M&EC. The installment agreement is payable over
eight years on a semiannual basis on June 30 and December 31. The agreement
is
due on December 31, 2008, with final principal repayments of approximately
$53,000 to be made by December 31, 2008. Interest is accrued at the Applicable
Rate, and is adjusted on a quarterly basis and payable in lump sum at the end
of
the installment period. On June 30, 2008, the rate was 8.0%. On June 30, 2008,
the outstanding balance was $586,000 including accrued interest of approximately
$533,000.
In
conjunction with our acquisition of Nuvotec (n/k/a Perma-Fix of Northwest,
Inc.
- “PFNW”) and PEcoS (n/k/a Perma-Fix of Northwest Richland, Inc. - “PFNWR”),
which was completed on June 13, 2007, we entered into a promissory note for
a
principal amount of $4.0 million to KeyBank National Association, dated June
13,
2007, which represents debt assumed by us as result of the acquisition. The
promissory note is payable over a two years period with monthly principal
repayment of $160,000 starting July 2007 and $173,000 starting July 2008, along
with accrued interest. Interest is accrued at prime rate plus 1.125%. On June
30, 2008, the outstanding principal balance was $2,079,000. This note is
collateralized by the assets of PFNWR as agreed to by PNC Bank and the Company.
Additionally,
in conjunction with our acquisition of PFNW and PFNWR, we agreed to pay
shareholders of Nuvotec that qualified as accredited investors pursuant to
Rule
501 of Regulation D promulgated under the Securities Act of 1933, $2.5 million,
with principal payable in equal installment of $833,333 on June 30, 2009, June
30, 2010, and June 30, 2011. Interest is accrued on outstanding principal
balance at 8.25% starting in June 2007 and is payable on June 30, 2008, June
30,
2009, June 30, 2010, and June 30, 2011. Interest paid as of June 30, 2008
totaled $216,000. $833,333 of the principal balance was reclassified to current
from long term on our consolidated balance sheet as of June 30, 2008.
In
summary, the reclassification of debts (less current maturities) due to certain
of our lenders resulting from our compliance of our fixed charge coverage ratio
in the first quarter of 2008 back to long term from current has improved our
working capital position as of June 30, 2008. In addition, cash received from
the sale of substantially all of the assets of PFMD and PFD (net of
collateralized portion held by our credit facility) in the first quarter of
2008
and the sale of substantially all of the assets of PFTS in the second quarter
of
2008, was used to pay off our term note and reduce our revolver balance. Cash
to
be received subject from the sale of any remaining facilities/operations within
our Industrial Segment (net of the collateralized portion held by our credit
facility) will be used to reduce our term note with the remaining cash used
to
reduce our revolver. The acquisition of PFNW and PFNWR in June 2007 continues
to
negatively impact our working capital as we continue to draw funds from our
revolver to make payments on debt that we assumed as well as financial assurance
payments requirement resulting from legacy wastes assumed from the acquisition.
We continue to take steps to improve our operations and liquidity and to invest
working capital into our facilities to fund capital additions in the Nuclear
Segment. We have restructured our credit facility with our lender to better
support the future needs of the Company. We believe that our cash flows from
operations and our available liquidity from our line of credit are sufficient
to
service the Company’s current obligations.
45
Contractual
Obligations
The
following table summarizes our contractual obligations at June 30, 2008, and
the
effect such obligations are expected to have on our liquidity and cash flow
in
future periods, (in thousands):
Payments
due by period
|
||||||||||||||||
Contractual
Obligations
|
Total
|
|
2008
|
|
2009-
2011
|
|
2012
-
2013
|
|
After
2013
|
|||||||
Long-term
debt
|
$
|
10,559
|
$
|
1,368
|
$
|
9,181
|
$
|
10
|
$
|
¾
|
||||||
Interest
on long-term debt (1)
|
3,153
|
2,740
|
413
|
¾
|
—
|
|||||||||||
Interest
on variable rate debt (2)
|
1,881
|
301
|
1,380
|
200
|
¾
|
|||||||||||
Operating
leases
|
1,905
|
330
|
1,389
|
186
|
¾
|
|||||||||||
Finite
risk policy (3)
|
8,158
|
2,622
|
4,532
|
1,004
|
¾
|
|||||||||||
Pension
withdrawal liability (4)
|
1,172
|
43
|
574
|
483
|
72
|
|||||||||||
Environmental
contingencies (5)
|
1,588
|
294
|
862
|
261
|
171
|
|||||||||||
Purchase
obligations (6)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
Total
contractual obligations
|
$
|
28,416
|
$
|
7,698
|
$
|
18,331
|
$
|
2,144
|
$
|
243
|
(1) |
Our
IRS Note and PDC Note agreements call for interest to be paid at
the end
of the term, December 2008. In conjunction with our acquisition of
PFNWR,
which was completed on June 13, 2007, we agreed to pay shareholders
of
Nuvotec that qualified as accredited investors pursuant to Rule 501
of
Regulation D promulgated under the Securities Act of 1933, $2.5 million,
with principal payable in equal installment of $833,333 on June 30,
2009,
June 30, 2010, and June 30, 2011. Interest is accrued on outstanding
principal balance at 8.25% starting in June 2007 and is payable on
June
30, 2008, June 30, 2009, June 30, 2010, and June 30, 2011.
|
(2) |
We
have variable interest rates on our Term Loan and Revolving Credit
of 1%
and 1/2% over the prime rate of interest, respectively, and as such
we
have made certain assumptions in estimating future interest payments
on
this variable interest rate debt. We assume an increase in prime
rate of
1/2% in each of the years 2008 through July 2012. Pursuant to the
terms of
our credit facility, proceeds from the sale of PFTS facility in May
2008
was used to pay off our Term Loan, with the remaining proceeds used
to pay
down our Revolver. As result of the acquisition of our new Perma-Fix
Northwest facility on June 13, 2007, we have entered into a promissory
note for a principal amount $4.0 million to KeyBank National Association
which has variable interest rate of 1.125% over the prime rate, and
as
such, we also have assumed an increase in prime rate of 1/2% through
July
2009, when the note is due.
|
(3) |
Our
finite risk insurance policy provides financial assurance guarantees
to
the states in the event of unforeseen closure of our permitted facilities.
See Liquidity and Capital Resources - Investing activities earlier
in this
Management’s Discussion and Analysis for further discussion on our finite
risk policy.
|
46
(4) |
The
pension withdrawal liability is the estimated liability to us upon
termination of our union employees at our discontinued operation,
PFMI.
See Discontinued Operations earlier in this section for discussion
on our
discontinued operation.
|
(5) |
The
environmental contingencies and related assumptions are discussed
further
in the Environmental Contingencies section of this Management’s Discussion
and Analysis, and are based on estimated cash flow spending for these
liabilities. The environmental contingencies noted are for Perma-Fix
of
Michigan, Inc., Perma-Fix of Memphis, Inc., and Perma-Fix of Dayton,
Inc.,
which are the financial obligations of the Company. The environmental
liability, as it relates the remediation of the EPS site assumed
by the
Company as a result of the original acquisition of the PFD facility,
was
retained by the Company upon the sale of PFD in March 2008.
|
(6) |
We
are not a party to any significant long-term service or supply contracts
with respect to our processes. We refrain from entering into any
long-term
purchase commitments in the ordinary course of
business.
|
Critical
Accounting Estimates
In
preparing the consolidated financial statements in conformity with generally
accepted accounting principles in the United States of America, management
makes
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date
of
the financial statements, as well as, the reported amounts of revenues and
expenses during the reporting period. We believe the following critical
accounting policies affect the more significant estimates used in preparation
of
the consolidated financial statements:
Revenue
Recognition Estimates. We
utilize a percentage of completion methodology for purposes of revenue
recognition in our Nuclear Segment. As we accept more complex waste streams
in
this segment, the treatment of those waste streams becomes more complicated
and
time consuming. We have continued to enhance our waste tracking capabilities
and
systems, which has enabled us to better match the revenue earned to the
processing phases achieved. The major processing phases are receipt,
treatment/processing and shipment/final disposition. Upon receiving mixed waste
we recognize a certain percentage (generally 33%) of revenue as we incur costs
for transportation, analytical and labor associated with the receipt of mixed
wastes. As the waste is processed, shipped and disposed of we recognize the
remaining 67% revenue and the associated costs of transportation and burial.
We
review and evaluate our revenue recognition estimates and policies on a
quarterly basis.
Allowance
for Doubtful Accounts.
The
carrying amount of accounts receivable is reduced by an allowance for doubtful
accounts, which is a valuation allowance that reflects management's best
estimate of the amounts that are uncollectible. We regularly review all accounts
receivable balances that exceed 60 days from the invoice date and based on
an
assessment of current credit worthiness, estimate the portion, if any, of the
balances that are uncollectible. Specific accounts that are deemed to be
uncollectible are reserved at 100% of their outstanding balance. The remaining
balances aged over 60 days have a percentage applied by aging category (5%
for
balances 61-90 days, 20% for balances 91-120 days and 40% for balances over
120
days aged), based on a historical valuation, that allows us to calculate the
total reserve required. This allowance was approximately 0.3% of revenue for
2007 and 1.0%, of accounts receivable for 2007. Additionally, this allowance
was
approximately 0.3% of revenue for 2006 and 1.7% of accounts receivable for
2006.
Intangible
Assets.
Intangible assets relating to acquired businesses consist primarily of the
cost
of purchased businesses in excess of the estimated fair value of net
identifiable assets acquired (“goodwill”) and the recognized permit value of the
business. We continually reevaluate the propriety of the carrying amount of
permits and goodwill to determine whether current events and circumstances
warrant adjustments to the carrying value. We test goodwill and permits,
separately, for impairment, annually as of October 1. Our annual impairment
test
as of October 1, 2007 and 2006 resulted in no impairment of goodwill and
permits. The methodology utilized in performing this test estimates the fair
value of our operating segments using a discounted cash flow valuation approach.
This approach is dependent on estimates for future sales, operating income,
working capital changes, and capital expenditures, as well as, expected growth
rates for cash flows and long-term interest rates, all of which are impacted
by
economic conditions related to our industry as well as conditions in the U.S.
capital markets.
47
As
result
of classifying our Industrial Segment as discontinued operations in 2007, we
performed internal financial valuations on the intangible assets of the
Industrial Segment as a whole based on the LOIs and offers received to test
for
impairment as required by SFAS 142. We concluded that no intangible impairments
existed as of December 31, 2007.
Property
and Equipment
Property
and equipment expenditures are capitalized and depreciated using the
straight-line method over the estimated useful lives of the assets for financial
statement purposes, while accelerated depreciation methods are principally
used
for income tax purposes. Generally, annual depreciation rates range from ten
to
forty years for buildings (including improvements and asset retirement costs)
and three to seven years for office furniture and equipment, vehicles, and
decontamination and processing equipment. Leasehold improvements are capitalized
and amortized over the lesser of the term of the lease or the life of the asset.
Maintenance and repairs are charged directly to expense as incurred. The cost
and accumulated depreciation of assets sold or retired are removed from the
respective accounts, and any gain or loss from sale or retirement is recognized
in the accompanying consolidated statements of operations.
In
accordance with Statement 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets”, long-lived assets, such as property, plant and equipment,
and purchased intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets
to
be held and used is measured by a comparison of the carrying amount of an asset
to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash
flows, an impairment charge is recognized in the amount by which the carrying
amount of the asset exceeds the fair value of the asset. Assets to be disposed
of would be separately presented in the balance sheet and reported at the lower
of the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposal group classified as held
for sale would be presented separately in the appropriate asset and liability
sections of the balance sheet. In 2007, as result of the approved divestiture
of
our Industrial Segment by our Board of Directors in May 2007 and the subsequent
letters of intent entered and prospective interests received, we performed
updated financial valuations on the tangibles on the Industrial Segment to
test
for impairment as required by Statement of Financial Accounting Standards 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets”. Our analysis
included the comparison of the offered sale price less cost to sell to the
carrying value of the investment under each LOI separately in the Industrial
Segment. Based on our analysis, we concluded that the carrying value of the
tangible assets for Perma-Fix Dayton, Inc., Perma-Fix of Treatment Services,
Inc., Perma-Fix of Orlando, Inc., and Perma-Fix of South Georgia, Inc.
facilities exceeded its fair value, less cost to sell. Consequently, we recorded
$2,727,000, $1,804,000, $507,000 and $1,329,000, respectively, in tangible
asset
impairment loss for each of the facilities, which are included in “loss from
discontinued operations, net of taxes” on our Consolidated Statements of
Operations for the year ended December 31, 2007. We continue to review for
possible impairments of the assets of our Industrial Segment as events or
circumstances warrant; however, as of June 30, 2008, we determined no further
impairment of assets is required.
Accrued
Closure Costs.
Accrued
closure costs represent a contingent environmental liability to clean up a
facility in the event we cease operations in an existing facility. The accrued
closure costs are estimates based on guidelines developed by federal and/or
state regulatory authorities under Resource Conservation and Recovery Act
(“RCRA”). Such costs are evaluated annually and adjusted for inflationary
factors and for approved changes or expansions to the facilities. Increases
due
to inflationary factors for 2008 and 2007, have been approximately 2.7%, and
2.9%, respectively, and based on the historical information, we do not expect
future inflationary changes to differ materially from the last three years.
Increases or decreases in accrued closure costs resulting from changes or
expansions at the facilities are determined based on specific RCRA guidelines
applied to the requested change. This calculation includes certain estimates,
such as disposal pricing, external labor, analytical costs and processing costs,
which are based on current market conditions. Except for the Michigan and
Pittsburgh facilities, we have no current intention to close any of our
facilities.
48
Accrued
Environmental Liabilities.
We have
four remediation projects currently in progress within our discontinued
operations. The current and long-term accrual amounts for the projects are
our
best estimates based on proposed or approved processes for clean-up. The
circumstances that could affect the outcome range from new technologies that
are
being developed every day to reduce our overall costs, to increased
contamination levels that could arise as we complete remediation which could
increase our costs, neither of which we anticipate at this time. In addition,
significant changes in regulations could adversely or favorably affect our
costs
to remediate existing sites or potential future sites, which cannot be
reasonably quantified. Our environmental liabilities also included $391,000
in
accrued long-term environmental liability as of December 31, 2007 for our
Maryland facility acquired in March 2004. As previously disclosed, in January
2008, we sold substantially all of the assets of the Maryland facility. In
connection with this sale, the buyer has assumed this liability, in addition
to
obligations and liabilities for environmental conditions at the Maryland
facility except for fines, assessments, or judgments to governmental authorities
prior to the closing of the transaction or third party tort claims existing
prior to the closing of the sale. In connection with the sale of our PFD
facility in March 2008, the Company has retained the environmental liability
for
the remediation of an independent site known as EPS. This liability was assumed
by the Company as a result of the original acquisition of the PFD facility.
In
connection with the sale of our PFTS facility in May 2008, the remaining
environmental reserve of approximately $35,000 was recorded as a “gain on
disposal of discontinued operation, net of taxes” for the three and six months
ended June 30, 2007 on our “Consolidated Statement of Operations” as the buyer
has assumed any future on-going environmental monitoring. With the impending
divestiture of our remaining Industrial Segment facilities/operations, we
anticipate the environmental liability of PFSG will be part of the divestiture.
The environmental liabilities of PFM and PFMI, along with the environmental
liabilities of PFD as mentioned above, will remain the financial obligations
of
the Company.
Disposal/Transportation
Costs.
We
accrue for waste disposal based upon a physical count of the total waste at
each
facility at the end of each accounting period. Current market prices for
transportation and disposal costs are applied to the end of period waste
inventories to calculate the disposal accrual. Costs are calculated using
current costs for disposal, but economic trends could materially affect our
actual costs for disposal. As there are limited disposal sites available to
us,
a change in the number of available sites or an increase or decrease in demand
for the existing disposal areas could significantly affect the actual disposal
costs either positively or negatively.
Share-Based
Compensation. On
January 1, 2006, we adopted Financial Accounting Standards Board (“FASB”)
Statement No. 123 (revised) (“SFAS 123R”), Share-Based
Payment,
a
revision of FASB Statement No. 123, Accounting
for Stock-Based Compensation,
superseding APB Opinion No. 25, Accounting
for Stock Issued to Employees, and
its
related implementation guidance. This Statement establishes accounting standards
for entity exchanges of equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity’s equity
instruments or that may be settled by the issuance of those equity instruments.
SFAS 123R requires all share-based payments to employees, including grants
of employee stock options, to be recognized in the income statement based on
their fair values. Pro forma disclosure is no longer an alternative upon
adopting SFAS 123R. We adopted SFAS 123R utilizing the modified prospective
method in which compensation cost is recognized beginning with the effective
date based on SFAS 123R requirements for all (a) share-based payments
granted after the effective date and (b) awards granted to employees prior
to the effective date of SFAS 123R that remain unvested on the effective
date. In accordance with the modified prospective method, the consolidated
financial statements for prior periods have not been restated to reflect, and
do
not include, the impact of SFAS 123R.
49
Prior
to
our adoption of SFAS 123R, on July 28, 2005, the Compensation and Stock
Option Committee of the Board of Directors approved the acceleration of vesting
for all the outstanding and unvested options to purchase Common Stock awarded
to
employees as of the approval date. The Board of Directors approved the
accelerated vesting of these options based on the belief that it was in the
best
interest of our stockholders to reduce future compensation expense that would
otherwise be required in the statement of operations upon adoption of SFAS
123R,
effective beginning January 1, 2006. The accelerated vesting triggered the
re-measurement of compensation cost under current accounting standards.
Pursuant
to the adoption of SFAS 123R, we recorded stock-based compensation expense
for
the director stock options granted prior to, but not yet vested, as of
January 1, 2006, using the fair value method required under SFAS 123R.
For the employee stock option grants on March 2, 2006 and May 15, 2006, and
the
director stock option grant on July 27, 2006 and August 2, 2007, we have
estimated compensation expense based on the fair value at grant date using
the
Black-Scholes valuation model and have recognized compensation expense using
a
straight-line amortization method over the vesting period. As SFAS 123R
requires that stock-based compensation expense be based on options that are
ultimately expected to vest, stock-based compensation for the March 2, 2006
grant has been reduced for estimated forfeitures at a rate of 7.7% for the
third
and final year of vesting on the March 2, 2006 grant. We estimated 0% forfeiture
rate for our March 15, 2006 employee option grant and director
stock option grants of July 27, 2006 and August 2, 2007.
When
estimating forfeitures, we considered trends of actual option
forfeitures.
We
calculated a fair value of $0.868 for each March 2, 2006 option grant on the
date of grant using the Black-Scholes option pricing model with the following
assumptions: no dividend yield; an expected life of four years; expected
volatility of 54.0%; and a risk free interest rate of 4.70%. We calculated
a
fair value of $0.877 for the May 15, 2006 option grant on the date of grant
with
the following assumptions: no dividend yield; an expected life of four years;
an
expected volatility of 54.6%; and a risk-free interest rate of 5.03%. No
employee options were granted 2005. We calculated a fair value of $1.742 for
each July 27, 2006 director option grant on the date of the grant with the
following assumptions: no dividend yield; an expected life of ten years; an
expected volatility of 73.31%; and a risk free interest rate of 4.98%. For
the
director option grant of August 2, 2007, we calculated a fair value of $2.30
for
each option grant with the following assumptions using the Black-Scholes option
pricing model: no dividend yield; an expected life of ten years; an expected
volatility of 67.60%; and a risk free interest rate of 4.77%.
Our
computation of expected volatility is based on historical volatility from our
traded common stock. Due to our change in the contractual term and vesting
period, we utilized the simplified method, defined in the Securities and
Exchange Commission’s Staff Accounting Bulletin No. 107, to calculate the
expected term for our 2006 grants. The interest rate for periods within the
contractual life of the award is based on the U.S. Treasury yield curve in
effect at the time of grant.
FIN
48
In
July
2006, the FASB issued FIN 48, Accounting
for Uncertainty in Income Taxes,
which
attempts to set out a consistent framework for preparers to use to determine
the
appropriate level of tax reserve to maintain for uncertain tax positions. This
interpretation of FASB Statement No. 109 uses a two-step approach wherein a
tax
benefit is recognized if a position is more-likely-than-not to be sustained.
The
amount of the benefit is then measured to be the highest tax benefit which
is
greater than 50% likely to be realized. FIN 48 also sets out disclosure
requirements to enhance transparency of an entity’s tax reserves. The Company
adopted this Interpretation as of January 1, 2007. The adoption of FIN 48 did
not have a material impact on our financial statements.
Known
Trends and Uncertainties
Seasonality.
Historically, we have experienced reduced activities and related billable hours
throughout the November and December holiday periods within our Engineering
Segment. The DOE and DOD represent major customers for the Nuclear Segment.
In
conjunction with the federal government’s September 30 fiscal year-end, the
Nuclear Segment historically experienced seasonably large shipments during
the
third quarter, leading up to this government fiscal year-end, as a result of
incentives and other quota requirements. Correspondingly for a period of
approximately three months following September 30, the Nuclear Segment is
generally seasonably slow, as the government budgets are still being finalized,
planning for the new year is occurring and we enter the holiday season. Since
2005, due to our efforts to work with the various government customers to smooth
these shipments more evenly throughout the year, we have seen smaller
fluctuation in the quarters. Although we have seen smaller fluctuation in the
quarters in recent years, as government spending is contingent upon its annual
budget and allocation of funding, we cannot provide assurance that we will
not
have larger fluctuations in the quarters in the near future.
50
Economic
Conditions. With
much
of our Nuclear Segment customer base being government or prime contractors
treating government waste, economic upturns or downturns do not usually have
a
significant impact on the demand for our services. Our Engineering Segment
relies more on commercial customers though this segment makes up a very small
percentage of our revenue.
Certain
Legal Matters:
Perma-Fix
of Orlando, Inc. (“PFO”)
In
2007,
PFO was named as a defendant in four cases related to a series of toxic tort
cases, the “Brottem Litigation” that are pending in the Circuit Court of
Seminole County, Florida. All of the cases involve allegations of toxic chemical
exposure at a former telecommunications manufacturing facility located in Lake
Mary, Florida, known generally as the “Rinehart Road Plant”. PFO is presently a
defendant, together with numerous other defendants, in the following four cases:
Brottem
v. Siemens, et al.; Canada v. Siemens et al.; Bennett v. Siemens et
al.
and the
recently filed Culbreath
v. Siemens et al.
All of
the cases seek unspecified money damages for alleged personal injuries or
wrongful death. With the exception of PFO, the named defendants are all present
or former owners of the subject property, including several prominent
manufacturers that operated the Rinehart Road Plant. The allegations in all
of
the cases are essentially identical.
The
basic
allegations are that PFO provided “industrial waste management services” to the
Defendants and that PFO negligently “failed to prevent” the discharge of toxic
chemicals or negligently “failed to warn” the plaintiffs about the dangers
presented by the improper handling and disposal of chemicals at the facility.
The complaints make no attempt to specify the time and manner of the alleged
exposures in connection with PFO’s “industrial waste management services.” PFO
has moved to dismiss for failure to state a cause of action.
In
June
2008, the Circuit Court of Seminole County, Florida dismissed all of the
claims made by the plaintiffs against PFO. On July 2, 2008 each of the
plaintiffs filed amended complaints against all defendants, except PFO.
Since the plaintiffs have elected not to amend the complaints against PFO,
each
of these cases against PFO has now been favorably concluded.
Perma-Fix
Northwest Richland, Inc. (f/k/a Pacific EcoSolutions, Inc -
“PEcoS”)
The
Environmental Protection Agency (“EPA”) has alleged that prior to the date that
we acquired the PEcoS facility in June 2007, the PEcoS facility was in violation
of certain regulatory provisions relating to the facility’s handling of certain
hazardous waste and Polychlorinated Biphenyl (“PCB”) waste. In connection with
these alleged violations, during May 2008, the EPA advised the facility that
in
the view of EPA, a total penalty of $317,500 is appropriate to settle the
alleged violations. If a settlement is not reached between the EPA and us within
the allocated time, EPA could file a formal complaint. We are currently
attempting to negotiate with EPA a reduction in the proposed fine. Under the
agreements relating to our acquisition of Nuvotec and PEcoS, we are required,
if
certain revenue targets are met, to pay to the former shareholders of Nuvotec
an
earn-out amount not to exceed $4.4 million over a four year period ending June
30, 2011, with the first $1 million of the earn-out amount to be placed into
an
escrow account to satisfy certain indemnification obligations to us of Nuvotec,
PEcoS, and the former shareholders of Nuvotec. We may claim reimbursement of
the
penalty, plus out of pocket expenses, paid or to be paid by us in connection
with this matter from the escrow account. As of the date of this report, we
have
not made or accrued any earn-out payments to the former Nuvotec shareholders
and
have not paid any amount into the escrow account because such revenue targets
have not been met. The $317,500 in potential penalty has been recorded as a
liability in the purchase acquisition of Nuvotec and its wholly owned
subsidiary, PEcoS.
51
Significant
Customers.
Our
revenues are principally derived from numerous and varied customers. However,
we
have a significant relationship with the federal government, and have continued
to enter into contracts with (directly or indirectly as a subcontractor) the
federal government. The contracts that we are a party to with the federal
government or with others as a subcontractor to the federal government generally
provide that the government may terminate on 30 days notice or renegotiate
the
contracts, at the government's election. Our inability to continue under
existing contracts that we have with the federal government (directly or
indirectly as a subcontractor) could have a material adverse effect on our
operations and financial condition.
We
performed services relating to waste generated by the federal government, either
directly or indirectly as a subcontractor (including LATA/Parallax and Fluor
Hanford as discussed below) to the federal government, representing
approximately $11,291,000 (includes approximately $3,697,000 from PFNWR
facility) or 71.5%, and $19,392,000 (includes approximately $6,751,000 from
our
PFNWR facility) or 63.2% of our total revenue from continuing operations during
the three and six months ended June 30, 2008, respectively, as compared to
$8,240,000 (includes approximately $775,000 from our PFNWR facility) or 60.6%
and $15,089,000 (includes approximately $775,000 from our PFNWR facility) or
57.0% of our total revenue from continuing operations during the corresponding
period of 2007.
Included
in the amounts discussed above, are revenues from LATA/Parallax Portsmouth
LLC
(“LATA/Parallax”). LATA/Parallax is a manager for environmental programs for the
DOE. Our revenues from LATA/Parallax, as a subcontractor to perform remediation
services at the Portsmouth site, contributed $1,291,000 or 8.2% and $2,844,000
or 9.3% of our revenues from continuing operations for three and six months
ended June 30, 2008, respectively, as compared to $2,056,000 or 15.2% and
$4,010,000 or 15.2%, for the corresponding period of 2007. Our contract with
LATA/Parallax is expected to be completed in 2008 or extended through some
portion of 2009. As with most contracts relating to the federal government,
LATA/Parallax can terminate the contract with us at any time for convenience,
which could have a material adverse effect on our operations.
Our
Nuclear Segment has provided treatment of mixed low-level waste, as a
subcontractor, for Fluor Hanford since 2004. However, with the acquisition
of
our PFNWR facility, a significant portion of our revenues is derived from Fluor
Hanford, a prime contractor to the DOE since 1996. Fluor Hanford manages several
major activities at the DOE’s Hanford Site, including dismantling former nuclear
processing facilities, monitoring and cleaning up the site’s contaminated
groundwater, and retrieving and processing transuranic waste for off-site
shipment. The Hanford site is one of DOE’s largest nuclear weapon environmental
remediation projects. Our PFNWR facility is located adjacent to the Hanford
site
and provides treatment of low level radioactive and mixed wastes. We currently
have three contracts with Fluor Hanford at our PFNWR facility, with the initial
contract dating back to 2003. These three contracts are currently set to expire
on September 30, 2008; however, we are working with Fluor Hanford to extend
these contracts beyond this date. Fluor Hanford’s successor, a large
environmental engineering firm (“the engineering firm”), was recently awarded
the DOE Hanford site remediation contract and will likely assume responsibility
of these contracts. The revenue from these Fluor Hanford contracts should
increase during fiscal year 2009 unless DOE budget cuts impact their funding
due
to the contract objectives of the engineering firm’s new contract. Revenues from
Fluor Hanford totaled $2,110,000 or 13.4% (approximately $1,381,000 from PFNWR)
and $3,875,000 or 12.6% (approximately $2,379,000 from PFNWR) of consolidated
revenue from continuing operations for the year three and six months ended
June
30, 2008, respectively, as compared to $1,913,000 ($196,000 from PFNWR) or
14.1%
or $3,423,000 or 12.9% ($196,000 from PFNWR) for the corresponding period of
2007. As with most contracts relating to the federal government, Fluor Hanford
can terminate the contracts with us at any time for convenience, which could
have a material adverse effect on our operations.
52
In
connection with the engineering firm’s obligations under its general contract
with the DOE, our M&EC facility was awarded a subcontract by the engineering
firm to participate in the cleanup of the central portion of the Hanford Site,
which once housed certain chemical separation buildings and other facilities
that separated and recovered plutonium and other materials for use in nuclear
weapons. The subcontract between the engineering firm and M&EC became
effective on June 19, 2008, the date that the engineering firm was awarded
the
general contract by the DOE. The general contract between the DOE and the
engineering firm and M&EC’s subcontract provide a transition period from
August 11, 2008 through September 30, 2008, a base period from October 1, 2008
through September 30, 2013, and an option period from October 1, 2013 through
September 30, 2018. M&EC’s subcontract is a cost plus award fee contract. We
believe that once we begin full operation under this subcontract, we will
recognize annual revenues under this subcontract for on-site and off-site work
of approximately $40.0 million to $50.0 million in the early years of the
subcontract based on accelerated contract schedule goals. We anticipate we
will
initially employ approximately an additional 230 employees to service this
subcontract.
Insurance.
We
maintain insurance coverage similar to, or greater than, the coverage maintained
by other companies of the same size and industry, which complies with the
requirements under applicable environmental laws. We evaluate our insurance
policies annually to determine adequacy, cost effectiveness and desired
deductible levels. Due to the downturn in the economy and changes within the
environmental insurance market, we have no guarantee that we will be able to
obtain similar insurance in future years, or that the cost of such insurance
will not increase materially.
Environmental
Contingencies
We
are
engaged in the waste management services segment of the pollution control
industry. As a participant in the on-site treatment, storage and disposal
market, and the off-site treatment and services market, we are subject to
rigorous federal, state and local regulations. These regulations mandate strict
compliance and therefore are a cost and concern to us. Because of their integral
role in providing quality environmental services, we make every reasonable
attempt to maintain complete compliance with these regulations; however, even
with a diligent commitment, we, along with many of our competitors, may be
required to pay fines for violations or investigate and potentially remediate
our waste management facilities.
We
routinely use third party disposal companies, who ultimately destroy or secure
landfill residual materials generated at our facilities or at a client's site.
Compared with certain of our competitors, we dispose of significantly less
hazardous or industrial by-products from our operations due to rendering
material non-hazardous, discharging treated wastewaters to publicly-owned
treatment works and/or processing wastes into saleable products. In the past,
numerous third party disposal sites have improperly managed wastes and
consequently require remedial action; consequently, any party utilizing these
sites may be liable for some or all of the remedial costs. Despite our
aggressive compliance and auditing procedures for disposal of wastes, we could,
in the future, be notified that we are a Partially Responsible Party (“PRP”) at
a remedial action site, which could have a material adverse effect.
We
have
budgeted for 2008, $1,168,000 in environmental remediation expenditures to
comply with federal, state and local regulations in connection with remediation
of certain contaminates at our facilities. Our facilities where the remediation
expenditures will be made are the Leased Property in Dayton, Ohio (EPS), a
former RCRA storage facility as operated by the former owners of PFD, PFM's
facility in Memphis, Tennessee, PFSG's facility in Valdosta, Georgia, and PFMI's
facility in Detroit, Michigan. The environmental liability of PFD (as it relates
to the remediation of the EPS site assumed by the Company as a result of the
original acquisition of the PFD facility) was retained by the Company upon
the
sale of PFD in March 2008 and the environmental reserve of PFTS was recorded
as
a “gain on disposal of discontinued operations, net of taxes” on the
“Consolidated Statement of Operations” upon the sale of substantially all of its
assets on May 30, 2008 as the buyer has assumed any future on-going
environmental monitoring. With the impending divestiture of our remaining
Industrial Segment facilities/operations, we anticipate the environmental
liability of PFSG will be part of the divestiture with the exception of PFM
and
PFMI, which will remain the financial obligations of the Company. While no
assurances can be made that we will be able to do so, we expect to fund the
expenses to remediate these sites from funds generated internally.
53
At
June
30, 2008, we had total accrued environmental remediation liabilities of
$2,177,000 of which $905,000 is recorded as a current liability, which reflects
a decrease of $696,000 from the December 31, 2007, balance of $2,873,000. The
decrease represents payments of approximately $270,000 on remediation projects,
approximately $391,000 in environmental reserve which was assumed by the buyer
upon the sale of substantially all of the assets of PFMD in January 2008, and
reduction of approximately $35,000 in reserve which we recorded as “gain on
disposal of continued operations, net of taxes” upon the sale of substantially
all of the assets of PFTS in May 2008. In connection with the sale of
substantially all of the assets of PFMD in January 2008, the buyer assumed
all
obligations and liabilities for environmental conditions at the Maryland
facility except for fines, assessments, or judgments to governmental authorities
prior to the closing of the transaction or third party tort claims existing
prior to the closing of the sale. The June 30, 2008, current and long-term
accrued environmental balance is recorded as follows:
Current
|
Long-term
|
|
||||||||
Accrual
|
Accrual
|
Total | ||||||||
PFD
|
$
|
206,000
|
$
|
470,000
|
$
|
676,000
|
||||
PFM
|
141,000
|
215,000
|
356,000
|
|||||||
PFSG
|
119,000
|
470,000
|
589,000
|
|||||||
PFMI
|
439,000
|
117,000
|
556,000
|
|||||||
Total
Liability
|
$
|
905,000
|
$
|
1,272,000
|
$
|
2,177,000
|
Related
Party Transactions
Mr.
Robert Ferguson
Mr.
Robert Ferguson, was nominated to serve as a Director in connection with the
closing of the acquisition by the Company of Nuvotec (n/k/a Perma-Fix Northwest,
Inc.) and its wholly owned subsidiary, Pacific EcoSolutions, Inc. (“PEcoS”)
(n/k/a Perma-Fix Northwest Richland, Inc.) in June 2007 and subsequently elected
a Director at our Annual Meeting of Shareholders held in August 2007. At the
time of the acquisition, Mr. Ferguson was the Chairman, Chief Executive Officer,
and individually or through entities controlled by him, the owner of
approximately 21.29% of Nuvotec’s outstanding Common Stock. Under the agreements
relating to our acquisition of Nuvotec and PEcoS (see “- Business Acquisition -
Acquisition of Nuvotec” in “Notes to Consolidated Financial Statements”), we are
required, if certain revenue targets are met, to pay to the former shareholders
of Nuvotec an earn-out amount not to exceed $4.4 million over a four year period
ending June 30, 2011, with the first $1 million of the earn-out amount to be
placed into an escrow account to satisfy certain indemnification obligations
to
us of Nuvotec, PEcoS, and the former shareholders of Nuvotec, including Mr.
Robert Ferguson.
The
Environmental Protection Agency (“EPA”) has alleged that prior to the date that
we acquired the PEcoS facility in June 2007, the PEcoS facility was in violation
of certain regulatory provisions relating to the facility’s handling of certain
hazardous waste and Polychlorinated Biphenyl (“PCB”) waste. In connection with
these alleged violations, during May 2008, the EPA advised the facility that
in
the view of EPA, a total penalty of $317,500 is appropriate to settle the
alleged violations. If a settlement is not reached between the EPA and us within
the allocated time, EPA could file a formal complaint. We are currently
attempting to negotiate with EPA a reduction in the proposed fine.
We
may
claim reimbursement of the penalty, plus out of pocket expenses, paid or to
be
paid by us in connection with this matter from the escrow account. As of the
date of this report, we have not made or accrued any earn-out payments to the
former Nuvotec shareholders and have not paid any amount into the escrow account
because such revenue targets have not been met. The $317,500 in potential
penalty has been recorded as a liability in the purchase acquistion of Nuvotec
and its wholly owned subsidiary, PEcoS.
54
2003
Outside Directors Stock Plan
In
2003,
our Board of Directors adopted the 2003 Outside Directors Stock Plan (the "2003
Plan"), and the 2003 Plan was approved by our stockholders at the annual meeting
held on July 29, 2003. The 2003 Plan authorizes the grant of non-qualified
stock
options and issuance of our Common Stock in lieu of director fees otherwise
payable in cash to each member of our Board of Directors who is not our
employee. Under the 2003 Plan, an outside Director may elect to receive either
65% of the director fees for service on our Board in our Common Stock with
the
balance payable in cash or 100% of the director fees in our Common Stock. The
number of shares of our Common Stock issuable to an outside Director in lieu
of
cash is determined by valuing the Common Stock at 75% of its fair market value
on the business day immediately preceding the date that the director fees is
due. Currently, we have seven outside directors. The Board of Directors believes
that the 2003 Plan serves to:
(a)
|
attract
and retain qualified members of the Board of Directors who are not
our
employees, and
|
(b)
|
enhance
such outside directors’ interests in our continued success by increasing
their proprietary interest in us and more closely aligning the financial
interests of such outside directors with the financial interests
of our
stockholders.
|
Currently,
the maximum number of shares of our Common Stock that may be issued under the
2003 Plan is 1,000,000, of which 412,465 shares have previously been issued
under the 2003 Plan, and 426,000 shares are issuable under outstanding options
granted under the 2003 Plan. As a result, an aggregate of 838,465 of the
1,000,000 shares authorized under the 2003 Plan have been previously issued
or
reserved for issuance, and only 161,535 shares remain available for issuance
under the 2003 Plan. In order to continue the benefits that are derived through
the 2003 Plan, on June 9, 2008, our Compensation and Stock Option Committee
approved and recommended that our Board of Directors approve the First Amendment
to the 2003 Plan (the "First Amendment") to increase from 1,000,000 to 2,000,000
the number of shares of our Common Stock reserved for issuance under the 2003
Plan. Our Board of Directors approved the First Amendment to the 2003 Plan
on
June 13, 2008. Our shareholders approved the First Amendment at our Annual
Meeting of Stockholders held on August 5, 2008.
Recent
Accounting Pronouncements
In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
Statement of Financial Accounting Standards No. 157 (“SFAS 157”), “Fair Value
Measurements”. SFAS 157 simplifies and codifies guidance on fair value
measurements under generally accepted accounting principles. This standard
defines fair value, establishes a framework for measuring fair value and
prescribes expanded disclosures about fair value measurements. In February
2008,
the FASB issued FASB Staff Position No. 157-2, “Effective Date of FASB Statement
No. 157” (“FSP FAS 157-2”), which delays the effective date of SFAS 157 for
certain non-financial assets and non-financial liabilities. SFAS 157 is
effective for financial assets and liabilities in fiscal years beginning after
November 15, 2007 and for non-financial assets and liabilities in fiscal
years beginning after March 15, 2008. We have evaluated the impact of the
provisions applicable to our financial assets and liabilities and have
determined that there is no current impact on our financial condition, results
of operations and cash flow. The aspects that have been deferred by FSP FAS
157-2 pertaining to non-financial assets and non-financial liabilities will
be
effective for us beginning January 1, 2009. We are currently evaluating the
impact of SFAS 157 for non-financial assets and liabilities on the Company’s
financial position and results of operations.
In
September 2006, the FASB issued Statement No. 158, “Employer’s Accounting for
Defined Benefit Pension and Other Postretirement Plan – an amendment of
FASB Statement No. 87, 88, 106, and 132”. SFAS requires an employer to recognize
the overfunded or underfunded status of a defined benefit postretirement plan
as
an asset or liability in its statement of financial position and recognize
changes in the funded status in the year in which the changes occur. SFAS 158
is
effective for fiscal years ending December 15, 2006. SFAS 158 did not have
a
material effect on our financial condition, result of operations, and cash
flows.
55
In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities”. SFAS 159 permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunities to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex
hedge
accounting provisions. SFAS 159 is expected to expand the use of fair value
measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. SFAS 159 is effective
as of
the beginning of an entity’s first fiscal year that begins after November 15,
2007. If the fair value option is elected, the effect of the first
re-measurement to fair value is reported as a cumulative effect adjustment
to
the opening balance of retained earnings. In the event the Company elects the
fair value option pursuant to this standard, the valuations of certain assets
and liabilities may be impacted. This statement is applied prospectively upon
adoption. We have evaluated the impact of the provisions of SFAS 159 and have
determined that there will not be a material impact on our consolidated
financial statements.
In
December 2007, the FASB issued SFAS No. 141R, Business
Combinations.
SFAS
No. 141R establishes principles and requirements for how the acquirer of a
business recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in
the
acquiree. The statement also provides guidance for recognizing and measuring
the
goodwill acquired in the business combination and determines what information
to
disclose to enable users of the financial statements to evaluate the nature
and
financial effects of the business combination. SFAS No. 141R is effective for
financial statements issued for fiscal years beginning after December 15, 2008.
Accordingly, any business combinations the Company engages in will be recorded
and disclosed following existing GAAP until December 31, 2008. The Company
expects SFAS No. 141R will have an impact on its consolidated financial
statements when effective, but the nature and magnitude of the specific effects
will depend upon the nature, terms and size of acquisitions it consummates
after
the effect date. The Company is still assessing the impact of this standard
on
its future consolidated financial statements.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB
51.
SFAS
No. 160 changes the accounting and reporting for minority interest. Minority
interest will be recharacterized as noncontrolling interest and will be reported
as a component of equity separate from the parent’s equity, and purchases or
sales of equity interest that do not result in a change in control will be
accounted for as equity transactions. In addition, net income attributable
to
the noncontrolling interest will be included in consolidated net income on
the
face of the income statement and upon a loss of control, the interest sold,
as
well as any interest retained, will be recorded at fair value with any gain
or
loss recognized in earnings. SFAS No. 160 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim period
within those fiscal years, except for the presentation and disclosure
requirements, which will apply retrospectively. This standard is not expected
to
have a material impact on the Company’s future consolidated financial
statements.
In
December 2007, the SEC issued SAB No. 110, which expressed the views of the
staff regarding the use of a “simplified” method, as discussed in SAB No. 107,
in developing an estimate of expected term of “plain vanilla” share options in
accordance with SFAS No. 123R, Share-Based
Payment. In
particular, the staff indicated in SAB No. 107 that it will accept a company’s
election to use the simplified method, regardless of whether the Company has
sufficient information to make more refined estimates of expected term. At
the
time SAB No. 107 was issued, the staff believed that more detailed external
information about employee exercise behavior would, over time, become readily
available to companies. Therefore, the SEC staff stated in SAB No. 107 that
it
would not expect a company to use the simplified method for share option grants
after December 31, 2007. The staff understands that such detailed information
about employee exercise behavior may not be widely available by December 31,
2007. Accordingly, SAB No. 110 states that the staff will continue to accept,
under certain circumstances, the use of the simplified method beyond December
31, 2007. The Company does not expect the adoption of SAB No. 110 to have
material effect on its operations or financial position.
56
In
March 2008, the Financial Accounting Standards Board (the “FASB”) issued
Statement of Financial Accounting Standards No. 161 (“SFAS 161”),
“Disclosures about Derivative Instruments and Hedging Activities”. SFAS 161
amends and expands the disclosure requirements of Statement of Financial
Accounting Standards No. 133, (“SFAS 133”), “Accounting for Derivative
Instruments and Hedging Activities”, and requires qualitative disclosures about
objectives and strategies for using derivatives, quantitative disclosures about
fair value amounts of and gains and losses on derivative instruments, and
disclosures about credit-risk-related contingent features in derivative
agreements. SFAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. The Company does not expect this standard to have a
material impact on the Company’s future consolidated statements.
In
April
2008, the FASB issued FSP No. 142-3,
Determination of the Useful Life of Intangible Assets
(“FSP
FAS 142-3”), which amends the factors that should be considered in developing
renewal or extension assumptions used to determine the useful life of a
recognized intangible asset under FASB Statement No. 142,
Goodwill and Other Intangible Assets
(“SFAS
142”). The intent of FSP FAS 142-3 is to improve the consistency
between the useful life of a recognized intangible asset under SFAS 142 and
the
period of expected cash flows used to measure the fair value of the asset under
SFAS 141(R) and other U.S. generally accepted accounting
principles. FSP FAS 142-3 requires an entity to disclose information
for a recognized intangible asset that enables users of the financial statements
to assess the extent to which the expected future cash flows associated with
the
asset are affected by the entity’s intent and/or ability to renew or extend the
arrangement. FSP FAS 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The Company does not expect the adoption
of FSP FAS 142-3 to have a material impact on the Company’s financial position
or results of operations.
In
May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS No. 162). SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles used in
the
preparation of financial statements. SFAS No. 162 is effective 60 days following
the SEC’s approval of the Public Company Accounting Oversight Board amendments
to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles”. The implementation of this standard will not
have a material impact on our consolidated financial position and results of
operations.
In
June
2008, the FASB ratified EITF Issue No. 08-3, “Accounting for Lessees for
Maintenance Deposits Under Lease Arrangement” (EITF 08-3). EITF 08-3 provides
guidance on the accounting of nonrefundable maintenance deposits. It also
provides revenue recognition accounting guidance for the lessor. EITF 08-3
is
effective for fiscal years beginning after December 15, 2008. The Company is
currently assessing the impact of EITF 08-3 on its consolidated financial
position and results of operations.
In
June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or an Embedded Feature) Is Indexed to an Entity’s Own Stock” (EITF 07-5). EITF
07-5 provides that an entity should use a two step approach to evaluate whether
an equity-linked financial instrument (or embedded feature) is indexed to its
own stock, including the instrument’s contingent exercise and settlement
provisions. It also clarifies on the impact of foreign currency denominated
strike prices and market-based employee stock option valuation instruments
on
the evaluation. EITF 07-5 is effective for fiscal year beginning and after
December 15, 2008. The Company does not expect EITF 07-5 to have a material
impact on the Company’s future consolidated financial statements.
57
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
PART
I, ITEM 3
For
the
six months ended June 30, 2008, we were exposed to certain market risks arising
from adverse changes in interest rates, primarily due to the potential effect
of
such changes on our variable rate loan arrangements with PNC and variable rate
promissory note agreement with KeyBank National Association. The interest rates
payable to PNC and KeyBank National Association are based on a spread over
prime
rate. If our floating rates of interest experienced an upward increase of 1%,
our debt service would have increased by approximately $26,000 for the year
six
months ended June 30, 2008. As of June 30, 2008, we had no interest swap
agreements outstanding.
58
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
CONTROLS
AND PROCEDURES
PART
1, ITEM 4
(a)
|
Evaluation
of disclosure controls, and procedures.
|
We
maintain disclosure controls and procedures that are designed to
ensure
that information required to be disclosed in our periodic reports
filed
with the Securities and Exchange Commission (the "SEC") is recorded,
processed, summarized and reported within the time periods specified
in
the rules and forms of the SEC and that such information is accumulated
and communicated to our management. Based on their most recent evaluation,
which was completed as of the end of the period covered by this Quarterly
Report on Form 10-Q, we have evaluated, with the participation of
our
Principal Executive Officer and Principal Financial Officer, the
effectiveness of our disclosure controls and procedures (as defined
in
Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as
amended) and believe that such are not effective, as a result of
the
identified material weakness in our internal control over financial
reporting as set forth below (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)):
The
monitoring of pricing, invoicing, and the corresponding inventory
for
transportation and disposal process controls at certain facilities
within
the Company's Industrial Segment were ineffective and were not being
applied consistently. This weakness could result in sales being priced
and
invoiced at amounts, which were not approved by the customer or the
appropriate level of management, and inaccurate corresponding
transportation and disposal expense. Although this material weakness
did
not result in an adjustment to the quarterly or annual financial
statements, if not corrected, it has a reasonable possibility that
a
misstatement of the company's annual or interim financial statements
will
not be prevented or detected on a timely basis.
We
completed the sale of our PFMD, PFD, and PFTS facilities within our
Industrial Segment in January 2008, March 2008, and May 2008,
respectively. We are attempting to sell the remaining
facilities/operations within our Industrial Segment. We believe the
material weakness as set forth above will inherently be remediated
once
the remaining facilities/operations within our Industrial Segment
are
sold. Furthermore, we are in the process of developing a formal
remediation plan for the Audit Committee’s review and
approval.
|
|
(b)
|
Changes
in internal control over financial reporting.
|
There
has been no change in our internal control over financial reporting
in the
quarter and six months ended June 30, 2008. However, the following
factor
could impact the result of the Company’s internal control over the
financial reporting for the fiscal year ended December 31,
2008:
The
Company acquired PFNWR facility (f/k/a PEcoS) in June 2007. For the
fiscal
year ending December 31, 2007, PFNWR was not subject to our internal
controls over financial reporting documentation and testing. For
the
fiscal year ending December 31, 2008, PFNWR is in the scope for our
internal controls over financial reporting and we have implemented
plans
to document and test our internal controls over financial reporting
for
PFNWR prior to December 31, 2008.
|
59
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
PART
II - Other Information
|
||
Item
1.
|
Legal
Proceedings
|
|
There
are no additional material legal proceedings pending against us and/or
our
subsidiaries or material developments with regards to legal proceedings
not previously reported by us in Item 3 of our Form 10-K/A for the
year
ended December 31, 2007, which is incorporated here in by reference,
except, as follows:
Perma-Fix
of Orlando, Inc. (“PFO”)
In
2007, PFO was named as a defendant in four cases related to a series
of
toxic tort cases, the “Brottem Litigation” that are pending in the Circuit
Court of Seminole County, Florida. All of the cases involve allegations
of
toxic chemical exposure at a former telecommunications manufacturing
facility located in Lake Mary, Florida, known generally as the “Rinehart
Road Plant”. PFO is presently a defendant, together with numerous other
defendants, in the following four cases: Brottem
v. Siemens, et al.; Canada v. Siemens et al.; Bennett v. Siemens
et
al.
and the recently filed Culbreath
v. Siemens et al.
All of the cases seek unspecified money damages for alleged personal
injuries or wrongful death. With the exception of PFO, the named
defendants are all present or former owners of the subject property,
including several prominent manufacturers that operated the Rinehart
Road
Plant. The allegations in all of the cases are essentially identical.
In
June 2008, the Circuit Court of Seminole County, Florida
dismissed all of the claims made by the plaintiffs against PFO.
On July 2, 2008 each of the plaintiffs filed amended complaints against
all defendants, except PFO. Since the plaintiffs have elected not to
amend the complaints against PFO, each of these cases against PFO
has now
been favorably concluded.
Perma-Fix
Northwest Richland, Inc. (f/k/a Pacific EcoSolutions, Inc -
“PEcoS”)
The
Environmental Protection Agency (“EPA”) has alleged that prior to the date
that we acquired the PEcoS facility in June 2007, the PEcoS facility
was
in violation of certain regulatory provisions relating to the facility’s
handling of certain hazardous waste and Polychlorinated Biphenyl
(“PCB”)
waste. In connection with these alleged violations, during May 2008,
the
EPA advised the facility that in the view of EPA, a total penalty
of
$317,500 is appropriate to settle the alleged violations. If a settlement
is not reached between the EPA and us within the allocated time,
EPA could
file a formal complaint. We are currently attempting to negotiate
with EPA
a reduction in the proposed fine. Under the agreements relating to
our
acquisition of Nuvotec and PEcoS, we are required, if certain revenue
targets are met, to pay to the former shareholders of Nuvotec an
earn-out
amount not to exceed $4.4 million over a four year period ending
June 30,
2011, with the first $1 million of the earn-out amount to be placed
into
an escrow account to satisfy certain indemnification obligations
to us of
Nuvotec, PEcoS, and the former shareholders of Nuvotec (including
Mr.
Robert Ferguson, a current member of our Board of Directors). We
may claim
reimbursement of the penalty, plus out of pocket expenses, paid or
to be
paid by us in connection with this matter from the escrow account.
As of
the date of this report, we have not made or accrued any earn-out
payments
to the former Nuvotec shareholders and have not paid any amount into
the
escrow account because such revenue targets have not been met. The
$317,500 in potential penalty has been recorded as a liability in
the
purchase acquisition of Nuvotec and its wholly owned subsidiary,
PEcoS.
Notice
of Violation - Perma-Fix
Treatment Services, Inc. (“PFTS”)
During
July, 2008, PFTS received a notice of violation (“NOV”)
from
the Oklahoma Department of
Environmental Quality (“ODEQ”) regarding eight loads of waste materials
received by PFTS between
January 2007 and July 2007 which the ODEQ alleges were not properly
analyzed to assure that the treatment process rendered the waste
non-hazardous before these loads were disposed
of in PFTS’ non-hazardous injection well. The ODEQ alleges that these
possible failures
are a basis for violations of various sections of the rules and
regulations regarding the handling
of hazardous waste. The ODEQ did not assert any penalties against
PFTS in
the NOV and
requested PFTS to respond within 30 days from receipt of the letter.
PFTS
intends to respond
to the ODEQ. PFTS sold substantially all of its assets to a non-affiliated
third party on May
30, 2008.
|
||
Item
1A.
|
Risk
Factors
|
|
There
has been no material change from the risk factors previously disclosed
in
our Form 10-K/A for the year ended December 31, 2007.
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60
Item
6.
|
Exhibits
|
|
(a)
|
Exhibits
|
|
4.1
|
Amendment
No. 11 to Revolving Credit Term Loan and Security Agreement, dated
as of
July 25, 2008, between the Company and PNC.
|
|
4.2
|
Amendment
No. 12 to Revolving Credit Term Loan and Security Agreement, dated
as of
August 4, 2008, between the Company and PNC, as incorporated by reference
to Exhibit 99.1 to the Company’s Form 8-K filed on August 8,
2008.
|
|
10.1
|
Shared
Resource Agreement (Subcontract) between an
environmental engineering firm, and East Tennessee Material
& Energy Corp. Inc., dated May 27, 2008.
|
|
10.2
|
First
Amendment to 2003 Outside Directors Stock Plan, as incorporated by
reference from Appendix “A” to the Company’s 2008 Proxy Statement dated
July 3, 2008.
|
|
31.1
|
Certification
by Dr. Louis F. Centofanti, Chief Executive Officer of the Company
pursuant to Rule 13a-14(a) or 15d-14(a).
|
|
31.2
|
Certification
by Steven T. Baughman, Chief Financial Officer of the Company pursuant
to
Rule 13a-14(a) or 15d-14(a).
|
|
32.1
|
Certification
by Dr. Louis F. Centofanti, Chief Executive Officer of the Company
furnished pursuant to 18 U.S.C. Section 1350.
|
|
32.2
|
Certification
by Steven T. Baughman, Chief Financial Officer of the Company furnished
pursuant to 18 U.S.C. Section 1350.
|
61
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
PERMA-FIX
ENVIRONMENTAL SERVICES
|
|||
Date:
August 8, 2008
|
By:
|
/s/
Dr. Louis F. Centofanti
|
|
Dr.
Louis F. Centofanti
Chairman
of the Board
Chief
Executive Officer
|
|||
Date:
August 8, 2008
|
By:
|
/s/
Steven Baughman
|
|
Steven
T. Baughman
Chief
Financial Officer
|
62