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 September
30, 2007
|
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, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerated filer £
Accelerated Filer T
Non-accelerated filer £
|
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 November 5, 2007
|
||
Common
Stock, $.001 Par Value
|
53,065,924
|
PART
I
|
FINANCIAL
INFORMATION
|
Page
No.
|
||||
Item
1.
|
Financial
Statements
|
|||||
Consolidated
Balance Sheets -
|
||||||
September
30, 2007 (unaudited) and December 31, 2006
|
1
|
|||||
|
||||||
Consolidated
Statements of Operations -
|
|
|||||
Three
and Nine Months Ended September 30, 2007 and 2006
(unaudited)
|
3
|
|||||
|
||||||
Consolidated
Statements of Cash Flows -
|
|
|||||
Nine
Months Ended September 30, 2007 and 2006 (unaudited)
|
4
|
|||||
|
||||||
Consolidated
Statement of Stockholders’ Equity -
|
|
|||||
Nine
Months Ended September 30, 2007 (unaudited)
|
5
|
|||||
|
||||||
Notes
to Consolidated Financial Statements
|
6
|
|||||
|
||||||
Item
2.
|
Management’s
Discussion and Analysis of
|
|
||||
Financial
Condition and Results of Operations
|
28
|
|||||
|
||||||
Item
3.
|
Quantitative
and Qualitative Disclosures
|
|
||||
About
Market Risk
|
56
|
|||||
|
||||||
Item
4.
|
Controls
and Procedures
|
57
|
||||
|
||||||
PART
II
|
OTHER
INFORMATION
|
|
||||
|
||||||
Item
1.
|
Legal
Proceedings
|
59
|
||||
|
||||||
Item
1A.
|
Risk
Factors
|
60
|
||||
|
||||||
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
60
|
||||
|
||||||
Item
5.
|
Other
Information
|
60
|
||||
|
||||||
Item
6.
|
Exhibits
|
61
|
September
30,
|
|
December
31,
|
|
||||
(Amounts
in Thousands, Except for Share Amounts)
|
|
2007
|
|
2006
|
|||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
108
|
$
|
2,528
|
|||
Restricted
cash
|
35
|
35
|
|||||
Investment
trading securities
|
84
|
¾
|
|||||
Accounts
receivable, net of allowance for doubtful
|
10,204
|
9,488
|
|||||
accounts
of $128 and $168
|
|||||||
Unbilled
receivables
|
11,383
|
12,313
|
|||||
Inventories
|
322
|
325
|
|||||
Prepaid
expenses
|
4,024
|
2,855
|
|||||
Other
receivables
|
41
|
1,596
|
|||||
Assets
for sale included in current assets, net of allowance
for
|
|||||||
doubtful
accounts of $274 and $247
|
6,069
|
7,100
|
|||||
Total
current assets
|
32,270
|
36,240
|
|||||
Property
and equipment:
|
|||||||
Buildings
and land
|
20,534
|
11,244
|
|||||
Equipment
|
30,125
|
20,599
|
|||||
Vehicles
|
141
|
141
|
|||||
Leasehold
improvements
|
11,458
|
11,452
|
|||||
Office
furniture and equipment
|
2,267
|
1,930
|
|||||
Construction-in-progress
|
1,461
|
4,609
|
|||||
65,986
|
49,975
|
||||||
Less
accumulated depreciation and amortization
|
(19,094
|
)
|
(16,630
|
)
|
|||
Net
property and equipment
|
46,892
|
33,345
|
|||||
Property
and equipment included in assets for sale, net of accumulated
depreciation
of $12,583 and $13,341
|
12,568
|
13,281
|
|||||
Intangibles
and other assets:
|
|||||||
Permits
|
15,625
|
11,025
|
|||||
Goodwill
|
9,418
|
1,330
|
|||||
Unbilled
receivable - non-current
|
3,276
|
2,600
|
|||||
Finite
Risk Sinking Fund
|
5,961
|
4,518
|
|||||
Other
assets
|
2,627
|
1,954
|
|||||
Intangibles
and other assets included in assets for sale
|
2,369
|
2,369
|
|||||
Total
assets
|
$
|
131,006
|
$
|
106,662
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
September
30, 2007
|
December
31,
|
||||||
(Amounts
in Thousands, Except for Share Amounts)
|
(Unaudited)
|
2006
|
|||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
3,753
|
$
|
2,456
|
|||
Current
environmental accrual
|
360
|
453
|
|||||
Accrued
expenses
|
14,918
|
8,118
|
|||||
Unearned
revenue
|
3,281
|
3,575
|
|||||
Current
liabilities related to asset held for sale
|
8,006
|
6,737
|
|||||
Current
portion of long-term debt
|
4,078
|
2,092
|
|||||
Total
current liabilities
|
34,396
|
23,431
|
|||||
Environmental
accruals
|
247
|
348
|
|||||
Accrued
closure costs
|
8,702
|
4,825
|
|||||
Other
long-term liabilities
|
3,411
|
3,018
|
|||||
Long-term
liabilities related to assets held for sale
|
3,722
|
3,895
|
|||||
Long-term
debt, less current portion
|
13,547
|
5,407
|
|||||
Total
long-term liabilities
|
29,629
|
17,493
|
|||||
Total
liabilities
|
64,025
|
40,924
|
|||||
Commitments
and Contingencies
|
|||||||
Preferred
Stock of subsidiary, $1.00 par value; 1,467,396
|
1,285
|
1,285
|
|||||
shares
authorized, 1,284,730 shares issued and
|
|||||||
outstanding,
liquidation value $1.00 per share
|
|||||||
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,
|
|||||||
53,055,924
and 52,053,744 shares issued, including 0 shares held
|
|||||||
and
988,000 shares of treasury stock retired in 2006,
respectively
|
53
|
52
|
|||||
Additional
paid-in capital
|
95,996
|
92,980
|
|||||
Stock
subscription receivable
|
(39
|
)
|
(79
|
)
|
|||
Accumulated
deficit
|
(30,314
|
)
|
(28,500
|
)
|
|||
Total
stockholders' equity
|
65,696
|
64,453
|
|||||
Total
liabilities and stockholders' equity
|
$
|
131,006
|
$
|
106,662
|
|||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||
September
30,
|
September
30,
|
||||||||||||
(Amounts
in Thousands, Except for Per Share Amounts)
|
2007
|
2006
|
2007
|
2006
|
|||||||||
Net
revenues
|
$
|
13,840
|
$
|
12,088
|
$
|
40,298
|
$
|
39,025
|
|||||
Cost
of goods sold
|
9,574
|
7,720
|
26,628
|
23,671
|
|||||||||
Gross
profit
|
4,266
|
4,368
|
13,670
|
15,354
|
|||||||||
Selling,
general and administrative expenses
|
4,061
|
3,564
|
11,535
|
10,654
|
|||||||||
(Gain)
loss on disposal of property and equipment
|
(4
|
)
|
¾
|
(1
|
)
|
1
|
|||||||
Income
from operations
|
209
|
804
|
2,136
|
4,699
|
|||||||||
Other
income (expense):
|
|||||||||||||
Interest
income
|
71
|
100
|
238
|
189
|
|||||||||
Interest
expense
|
(476
|
)
|
(276
|
)
|
(949
|
)
|
(995
|
)
|
|||||
Interest
expense-financing fees
|
(48
|
)
|
(48
|
)
|
(143
|
)
|
(144
|
)
|
|||||
Other
|
(41
|
)
|
(6
|
)
|
(48
|
)
|
(39
|
)
|
|||||
(Loss)
income from continuing operations before taxes
|
(285
|
)
|
574
|
1,234
|
3,710
|
||||||||
Income
tax (benefit) expense
|
(161
|
)
|
(26
|
)
|
23
|
152
|
|||||||
(Loss)
income from continuing operations
|
(124
|
)
|
600
|
1,211
|
3,558
|
||||||||
Loss
from discontinued operations, net of taxes
|
(1,828
|
)
|
(270
|
)
|
(3,025
|
)
|
(724
|
)
|
|||||
Net
(loss) income
|
(1,952
|
)
|
330
|
(1,814
|
)
|
2,834
|
|||||||
Preferred
Stock dividends
|
¾
|
¾
|
¾
|
¾
|
|||||||||
Net
(loss) income applicable to Common Stock
|
$
|
(1,952
|
)
|
$
|
330
|
$
|
(1,814
|
)
|
$
|
2,834
|
|||
Net
income (loss) per common share - basic
|
|||||||||||||
Continuing
operations
|
$
|
¾
|
$
|
.01
|
$
|
.02
|
$
|
.08
|
|||||
Discontinued
operations
|
(.04
|
)
|
¾
|
(.05
|
)
|
(.02
|
)
|
||||||
Net
(loss) income per common share
|
$
|
(.04
|
)
|
$
|
.01
|
$
|
(.03
|
)
|
$
|
.06
|
|||
Net
income (loss) per common share - diluted
|
|||||||||||||
Continuing
operations
|
$
|
¾
|
$
|
.01
|
$
|
.02
|
$
|
.08
|
|||||
Discontinued
operations
|
(.04
|
)
|
¾
|
(.05
|
)
|
(.02
|
)
|
||||||
Net
(loss) income per common share
|
$
|
(.04
|
)
|
$
|
.01
|
$
|
(.03
|
)
|
$
|
.06
|
|||
Number
of common shares used in computing
|
|||||||||||||
net
income (loss) per share:
|
|||||||||||||
Basic
|
52,843
|
50,541
|
52,349
|
46,851
|
|||||||||
Diluted
|
52,843
|
51,430
|
53,673
|
47,414
|
|||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
Nine
Months Ended
|
|||||||
September
30,
|
|||||||
(Amounts
in Thousands)
|
2007
|
2006
|
|||||
Cash
flows from operating activities:
|
|||||||
Net
(loss) income
|
$
|
(1,814
|
)
|
$
|
2,834
|
||
Loss
on discontinued operations
|
3,025
|
724
|
|||||
Income
from continuing operations
|
1,211
|
3,558
|
|||||
Adjustments
to reconcile net (loss) income to cash provided by (used in)
operations:
|
|||||||
Depreciation
and amortization
|
2,745
|
2,322
|
|||||
Provision
(benefit) for bad debt and other reserves
|
52
|
(104
|
)
|
||||
(Gain)
loss on disposal of property and equipment
|
(1
|
)
|
1
|
||||
Issuance
of Common Stock for services
|
165
|
150
|
|||||
Share
based compensation
|
288
|
173
|
|||||
Changes
in operating assets and liabilities of continuing operations, net
of
|
|||||||
effects
from business acquisitions:
|
|||||||
Accounts
receivable
|
1,526
|
3,177
|
|||||
Unbilled
receivables
|
254
|
(5,067
|
)
|
||||
Prepaid
expenses, inventories and other assets
|
2,246
|
858
|
|||||
Accounts
payable, accrued expenses, and unearned revenue
|
(2,937
|
)
|
(3,781
|
)
|
|||
Cash
provided by continuing operations
|
5,549
|
1,287
|
|||||
Cash
provided by (used in) discontinued operations
|
481
|
(1,594
|
)
|
||||
Cash
provided by (used in) operating activities
|
6,030
|
(307
|
)
|
||||
Cash
flows from investing activities:
|
|||||||
Purchases
of property and equipment, net
|
(2,109
|
)
|
(3,322
|
)
|
|||
Proceeds
from sale of plant, property and equipment
|
7
|
¾
|
|||||
Change
in restricted cash, net
|
¾
|
(25
|
)
|
||||
Change
in finite risk sinking fund
|
(1,443
|
)
|
(1,133
|
)
|
|||
Cash
used for acquisition consideration, net of cash acquired
|
(2,685
|
)
|
¾
|
||||
Cash
used in investing activities of continuing operations
|
(6,230
|
)
|
(4,480
|
)
|
|||
Cash
used in investing activities of discontinued operations
|
(326
|
)
|
(76
|
)
|
|||
Cash
used in investing activities
|
(6,556
|
)
|
(4,556
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Net
borrowings (repayment) of revolving credit
|
5,202
|
(2,447
|
)
|
||||
Principal
repayments of long-term debt
|
(7,245
|
)
|
(1,507
|
)
|
|||
Proceeds
from issuance of stock
|
399
|
12,007
|
|||||
Repayment
of stock subscription receivable
|
40
|
8
|
|||||
Cash
(used in) provided by financing activities of continuing
operations
|
(1,604
|
)
|
8,061
|
||||
Principal
repayment of long-term debt for discontinued operations
|
(290
|
)
|
(312
|
)
|
|||
Cash
(used in) provided by financing activities
|
(1,894
|
)
|
7,749
|
||||
(Decrease)
Increase in cash
|
(2,420
|
)
|
2,886
|
||||
Cash
at beginning of period
|
2,528
|
94
|
|||||
Cash
at end of period
|
$
|
108
|
$
|
2,980
|
|||
Supplemental
disclosure:
|
|||||||
Interest
paid
|
$
|
314
|
$
|
691
|
|||
Non-cash
investing and financing activities:
|
|||||||
Long-term
debt incurred for purchase of property and equipment
|
613
|
94
|
|||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
(Amounts
in thousands,
|
Common
Stock
|
Additional Paid-In
|
Stock Subscription
|
Accumulated
|
Total Stockholders'
|
||||||||||||||
except
for share amounts)
|
Shares
|
|
Amount
|
Capital
|
Receivable
|
Deficit
|
Equity
|
||||||||||||
Balance
at December 31, 2006
|
52,053,744
|
$
|
52
|
$
|
92,980
|
$
|
(79
|
)
|
$
|
(28,500
|
)
|
$
|
64,453
|
||||||
Net
Income
|
¾
|
¾
|
¾
|
¾
|
(1,814
|
)
|
(1,814
|
)
|
|||||||||||
Issuance
of Common Stock for cash
|
|||||||||||||||||||
and
services
|
69,187
|
¾
|
165
|
¾
|
¾
|
165
|
|||||||||||||
Issuance
of Common Stock upon
|
|||||||||||||||||||
exercise
of Options
|
223,786
|
¾
|
399
|
¾
|
¾
|
399
|
|||||||||||||
Common
Stock Issued in conjunction
|
|||||||||||||||||||
with
acquisition
|
709,207
|
1
|
2,164
|
2,165
|
|||||||||||||||
Share
based compensation
|
¾
|
¾
|
288
|
¾
|
¾
|
288
|
|||||||||||||
Repayment
of stock subscription receivable
|
¾
|
¾
|
¾
|
40
|
¾
|
40
|
|||||||||||||
Balance
at September 30, 2007
|
53,055,924
|
$
|
53
|
$
|
95,996
|
$
|
(39
|
)
|
$
|
(30,314
|
)
|
$
|
65,696
|
1.
|
Basis
of Presentation
|
2.
|
Summary
of Significant Accounting
Policies
|
3.
|
Stock
Based Compensation
|
4.
|
Earnings
Per Share
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||||||||||||
(Amounts
in thousands except per share amounts)
|
2007
|
2006
|
2007
|
2006
|
|||||||||
Earnings
per share from continuing operations
|
|||||||||||||
(Loss)
income from continuing operations
|
$
|
(124
|
)
|
$
|
600
|
$
|
1,211
|
$
|
3,558
|
||||
Preferred
stock dividends
|
¾
|
¾
|
¾
|
¾
|
|||||||||
(Loss)
income from continuing operations
|
(124
|
)
|
600
|
1,211
|
3,558
|
||||||||
applicable
to Common Stock
|
|||||||||||||
Effect
of dilutive securities:
|
|||||||||||||
Preferred
Stock dividends
|
¾
|
¾
|
¾
|
¾
|
|||||||||
(Loss)
income- diluted
|
$
|
(124
|
)
|
$
|
600
|
$
|
1,211
|
$
|
3,558
|
||||
Basic
income per share
|
$
|
¾
|
$
|
.01
|
$
|
.02
|
$
|
.08
|
|||||
Diluted
income per share
|
$
|
¾
|
$
|
.01
|
$
|
.02
|
$
|
.08
|
|||||
Loss
per share from discontinued operations
|
|||||||||||||
Loss
- basic and diluted
|
$
|
(1,828
|
)
|
$
|
(270
|
)
|
$
|
(3,025
|
)
|
$
|
(724
|
)
|
|
Basic
loss per share
|
$
|
(.04
|
)
|
$
|
¾
|
$
|
(.05
|
)
|
$
|
(.02
|
)
|
||
Diluted
loss per share
|
$
|
(.04
|
)
|
$
|
¾
|
$
|
(.05
|
)
|
$
|
(.02
|
)
|
||
Weighted
average common shares outstanding - basic
|
52,843
|
50,541
|
52,349
|
46,851
|
|||||||||
Potential
shares exercisable under stock option
|
|||||||||||||
plan
|
¾
|
479
|
771
|
253
|
|||||||||
Potential
shares upon exercise of Warrants
|
¾
|
410
|
553
|
310
|
|||||||||
Weighted
average common shares outstanding - diluted
|
52,843
|
51,430
|
53,673
|
47,414
|
|||||||||
Potential
shares excluded from above weighted average share calculations
due to
their anti-dilutive effect include:
|
|||||||||||||
Upon
exercise of options
|
217
|
385
|
232
|
1,190
|
|||||||||
Upon
exercise of Warrants
|
¾
|
1,776
|
¾
|
1,776
|
5.
|
Long
Term Debt
|
(Amounts
in Thousands)
|
September
30, 2007 (Unaudited)
|
December
31, 2006
|
|||||
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%
|
|||||||
(8.75%
at September 30, 2007), balance due in November 2008.
|
$
|
5,202
|
$
|
¾
|
|||
Term
Loan
dated December 22, 2000, payable in equal monthly
|
|||||||
installments
of principal of $83, balance due in November 2008,
variable
|
|||||||
interest
paid monthly at prime rate plus 1% (9.25% at September 30,
2007).
|
4,750
|
5,500
|
|||||
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 (10.0% on September 30, 2007) and is payable in one lump
|
|||||||
sum
at the end of installment period.
|
1,034
|
1,434
|
|||||
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%
|
3,520
|
¾
|
|||||
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
|
¾
|
|||||
Installment
Agreement
dated June 25, 2001, payable in semiannual IRS
|
|||||||
installments
on June 30 and December 31 through December 31, 2008,
|
|||||||
variable
interest accrues at the applicable law rate determined under
the
|
|||||||
Code
Section (10.0% on September 30, 2007) and is payable in one
|
|||||||
lump
sum at the end of installment period.
|
253
|
353
|
|||||
Various
capital lease and promissory note obligations, payable 2007
to
|
|||||||
2012,
interest at rates ranging from 5.0% to 15.7%.
|
1,262
|
1,042
|
|||||
18,521
|
8,329
|
||||||
Less
current portion of long-term debt
|
4,078
|
2,092
|
|||||
Less
long-term debt related to assets held for sale
|
896
|
830
|
|||||
$
|
13,547
|
$
|
5,407
|
6.
|
Commitments
and Contingencies
|
· |
cash
payment to the appropriate regulatory authority;
and
|
· |
supplemental
environmental projects consisting of one or more capital
projects.
|
7.
|
Discontinued
Operations
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||
(Amounts
in Thousands)
|
September
30,
|
September
30,
|
|||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
revenues
|
$
|
7,960
|
$
|
9,178
|
$
|
23,347
|
$
|
26,874
|
|||||
Operating
loss from discontinued operations
|
$
|
(1,826
|
)
|
$
|
(270
|
)
|
$
|
(3,023
|
)
|
$
|
(724
|
)
|
|
Income
tax provision
|
$
|
2
|
$
|
¾
|
$
|
2
|
$
|
¾
|
|||||
Loss
from discontinued operations
|
$
|
(1,828
|
)
|
$
|
(270
|
)
|
$
|
(3,025
|
)
|
$
|
(724
|
)
|
(Amounts
in Thousands)
|
2007
|
2006
|
|||||
Account
receivable, net
|
$
|
4,915
|
$
|
5,768
|
|||
Inventories
|
391
|
522
|
|||||
Other
assets
|
3,132
|
3,179
|
|||||
Property,
plant and equipment, net
|
12,568
|
13,281
|
|||||
Total
assets held for sale
|
$
|
21,006
|
$
|
22,750
|
|||
Account
payable
|
$
|
2,247
|
$
|
2,132
|
|||
Accrued
expenses and other liabilities
|
4,857
|
3,760
|
|||||
Deferred
revenue
|
¾
|
¾
|
|||||
Note
payable
|
896
|
830
|
|||||
Environmental
liabilities
|
1,146
|
1,094
|
|||||
Total
liabilities held for sale
|
$
|
9,146
|
$
|
7,816
|
8.
|
Operating
Segments
|
·
|
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.
|
Nuclear
|
Engineering
|
Segments
Total
|
Corporate(2)
|
Consolidated
Total
|
|||||||||||||||||
Revenue
from external customers
|
$
|
13,211
|
(3
|
)
|
$
|
629
|
$
|
13,840
|
$
|
¾
|
$
|
13,840
|
|||||||||
Intercompany
revenues
|
1,036
|
305
|
1,341
|
¾
|
1,341
|
||||||||||||||||
Gross
profit
|
4,035
|
231
|
4,266
|
¾
|
4,266
|
||||||||||||||||
Interest
income
|
¾
|
¾
|
¾
|
71
|
71
|
||||||||||||||||
Interest
expense
|
240
|
¾
|
240
|
236
|
476
|
||||||||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
48
|
48
|
||||||||||||||||
Depreciation
and amortization
|
1,092
|
10
|
1,102
|
16
|
1,118
|
||||||||||||||||
Segment
profit (loss)
|
1,319
|
70
|
1,389
|
(1,513
|
)
|
(124
|
)
|
||||||||||||||
Segment
assets(1)
|
95,319
|
2,012
|
97,331
|
33,675
|
(4
|
)
|
131,006
|
||||||||||||||
Expenditures
for segment assets
|
488
|
¾
|
488
|
4
|
492
|
||||||||||||||||
Total
long-term debt
|
7,665
|
8
|
7,673
|
9,952
|
(5
|
)
|
17,625
|
||||||||||||||
|
Nuclear
|
Engineering
|
Segments
Total
|
|
|
Corporate(2)
|
|
Consolidated
Total
|
||||||||||||
Revenue
from external customers
|
$
|
11,023
|
(3
|
)
|
$
|
1,065
|
$
|
12,088
|
$
|
¾
|
$
|
12,088
|
||||||||
Intercompany
revenues
|
579
|
172
|
751
|
¾
|
751
|
|||||||||||||||
Gross
profit
|
4,127
|
241
|
4,368
|
¾
|
4,368
|
|||||||||||||||
Interest
income
|
¾
|
¾
|
¾
|
100
|
100
|
|||||||||||||||
Interest
expense
|
127
|
¾
|
127
|
149
|
276
|
|||||||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
48
|
48
|
|||||||||||||||
Depreciation
and amortization
|
784
|
10
|
794
|
14
|
808
|
|||||||||||||||
Segment
profit (loss)
|
1,997
|
95
|
2,092
|
(1,492
|
)
|
600
|
||||||||||||||
Segment
assets(1)
|
67,653
|
2,407
|
70,060
|
35,363
|
(4
|
)
|
105,423
|
|||||||||||||
Expenditures
for segment assets
|
1,994
|
8
|
2,002
|
25
|
2,027
|
|||||||||||||||
Total
long-term debt
|
2,515
|
17
|
2,532
|
5,750
|
(5
|
)
|
8,282
|
|||||||||||||
|
Nuclear
|
Engineering
|
Segments
Total
|
Corporate(2)
|
|
Consolidated
Total
|
||||||||||||||
Revenue
from external customers
|
$
|
38,560
|
(3
|
)
|
$
|
1,738
|
$
|
40,298
|
$
|
¾
|
$
|
40,298
|
||||||||
Intercompany
revenues
|
2,328
|
845
|
3,173
|
¾
|
3,173
|
|||||||||||||||
Gross
profit
|
13,106
|
564
|
13,670
|
¾
|
13,670
|
|||||||||||||||
Interest
income
|
1
|
¾
|
¾
|
237
|
238
|
|||||||||||||||
Interest
expense
|
462
|
1
|
463
|
486
|
949
|
|||||||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
143
|
143
|
|||||||||||||||
Depreciation
and amortization
|
2,666
|
27
|
2,693
|
52
|
2,745
|
|||||||||||||||
Segment
profit (loss)
|
5,625
|
162
|
5,787
|
(4,576
|
)
|
1,211
|
||||||||||||||
Segment
assets(1)
|
95,319
|
2,012
|
97,331
|
33,675
|
(4
|
)
|
131,006
|
|||||||||||||
Expenditures
for segment assets
|
2,337
|
13
|
2,350
|
17
|
2,367
|
|||||||||||||||
Total
long-term debt
|
7,665
|
8
|
7,673
|
9,952
|
(5
|
)
|
17,625
|
|||||||||||||
|
Nuclear
|
|
|
|
|
Engineering
|
|
|
Segments
Total
|
|
|
Corporate(2)
|
|
|
Consolidated
Total
|
|||||
Revenue
from external customers
|
$
|
36,288
|
(3
|
)
|
$
|
2,737
|
$
|
39,025
|
$
|
¾
|
$
|
39,025
|
||||||||
Intercompany
revenues
|
1,848
|
413
|
2,261
|
¾
|
2,261
|
|||||||||||||||
Gross
profit
|
14,662
|
692
|
15,354
|
¾
|
15,354
|
|||||||||||||||
Interest
income
|
¾
|
¾
|
¾
|
189
|
189
|
|||||||||||||||
Interest
expense
|
362
|
1
|
363
|
632
|
995
|
|||||||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
144
|
144
|
|||||||||||||||
Depreciation
and amortization
|
2,254
|
30
|
2,284
|
38
|
2,322
|
|||||||||||||||
Segment
profit (loss)
|
8,078
|
246
|
8,324
|
(4,766
|
)
|
3,558
|
||||||||||||||
Segment
assets(1)
|
67,653
|
2,407
|
70,060
|
35,363
|
(4
|
)
|
105,423
|
|||||||||||||
Expenditures
for segment assets
|
3,212
|
59
|
3,271
|
50
|
3,321
|
|||||||||||||||
Total
long-term debt
|
2,515
|
17
|
2,532
|
5,750
|
(5
|
)
|
8,282
|
(1) |
Segment
assets have been adjusted for intercompany accounts to reflect actual
assets for each segment.
|
(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 nine months ended September 30, 2007,
which
total $2,029,000 or 14.7% and $7,167,000 or 17.8% of total revenues,
respectively. LATA/Parallax revenues for same periods in 2006 were
$2,672,000 or 22.1% and $7,344,000 or 18.8%.
|
(4)
|
Amount
includes assets from our discontinued operations of $21,006,000 and
$23,944,000 as of September 30, 2007 and 2006, respectively.
|
(5)
|
Includes
the balance outstanding from our revolving line of credit and term
loan,
which is utilized by all of our
segments.
|
9.
|
Income
Taxes
|
10.
|
Acquisition
of Nuvotec
|
(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 $0.6 million.
|
(Amounts
in thousands)
|
||||
Cash
|
$
|
2,300
|
||
Assumed
debt
|
9,412
|
|||
Installment
payments
|
2,500
|
|||
Common
Stock of the Company
|
2,165
|
|||
Transaction
costs
|
602
|
|||
Total
consideration
|
$
|
16,979
|
(Amounts
in thousands)
|
||||
Current
assets
|
$
|
2,834
|
||
Property,
plant and equipment
|
13,978
|
|||
Permits
|
4,500
|
|||
Goodwill
|
8,067
|
|||
Total
assets acquired
|
29,379
|
|||
Current
liabilities
|
(8,632
|
)
|
||
Non-current
liabilties
|
(3,768
|
)
|
||
Total
liabilities assumed
|
(12,400
|
)
|
||
Net
assets acquired
|
$
|
16,979
|
(Amounts
in Thousands, Except per Shares)
|
|||||||
Three
Months Ended September 30,
|
|||||||
(unaudited)
|
(unaudited)
|
||||||
2007
|
2006
|
||||||
Net
revenues
|
$
|
13,840
|
$
|
16,748
|
|||
Net
(loss) income
|
$
|
(124
|
)
|
$
|
2,089
|
||
Net
income per share - basic
|
$
|
¾
|
$
|
.04
|
|||
Net
income per share - diluted
|
$
|
¾
|
$
|
.04
|
|||
Weighted
average shares outstanding - basic
|
52,843
|
50,541
|
|||||
Weighted
average shares outstanding - diluted
|
52,843
|
51,430
|
Nine
Months Ended September 30,
|
|||||||
(unaudited)
|
(unaudited)
|
||||||
2007
|
2006
|
||||||
Net
revenues
|
$
|
44,736
|
$
|
49,905
|
|||
Net
income
|
$
|
633
|
$
|
5,573
|
|||
Net
income per share - basic
|
$
|
.01
|
$
|
.12
|
|||
Net
income per share - diluted
|
$
|
.01
|
$
|
.12
|
|||
Weighted
average shares outstanding - basic
|
52,349
|
46,851
|
|||||
Weighted
average shares outstanding - diluted
|
53,673
|
47,414
|
11.
|
Capital
Stock
|
Shares
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Term
|
Aggregate
Intrinsic Value
|
||||||||||
Options
outstanding Janury 1, 2007
|
2,816,750
|
$
|
1.86
|
||||||||||
Granted
|
102,000
|
2.95
|
|||||||||||
Exercised
|
226,084
|
1.80
|
$
|
238,671
|
|||||||||
Forfeited
|
34,999
|
1.83
|
|||||||||||
Options
outstanding End of Period
|
2,657,667
|
1.91
|
4.8
|
$
|
3,086,524
|
||||||||
Options
Exercisable at September 30, 2007
|
1,965,000
|
$
|
1.87
|
4.6
|
$
|
2,358,911
|
|||||||
Options
Vested and expected to be vested at September 30, 2007
|
2,613,127
|
$
|
1.91
|
4.8
|
$
|
3,032,631
|
|||||||
Shares
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Term
|
Aggregate
Intrinsic Value
|
||||||||||
Options
outstanding January 1, 2006
|
2,546,750
|
$
|
1.79
|
||||||||||
Granted
|
1,068,000
|
1.88
|
|||||||||||
Exercised
|
401,500
|
1.32
|
$
|
277,193
|
|||||||||
Forfeited
|
224,500
|
2.07
|
|||||||||||
Options
outstanding End of Period
|
2,988,750
|
1.86
|
5.5
|
$
|
742,028
|
||||||||
Options
Exercisable at September 30, 2006
|
1,930,750
|
$
|
1.85
|
5.4
|
$
|
537,748
|
|||||||
Options
Vested and expected to be vested at September 30, 2006
|
2,939,274
|
$
|
1.86
|
5.5
|
$
|
731,638
|
Options
Outstanding
|
|
Options
Exercisable
|
|||||||||||||||||
Description
and Range of Exercise Prices at September 30, 2007
|
Number
Outstanding
|
|
Weighted
Average Remaining Contractual Life
|
|
Weighted
Average Exercise Price
|
|
Number
Outstanding
|
|
Weighted
Average Remaining Contractual Life
|
|
Weighted
Average Exercise Price
|
||||||||
Performance
Equity Plan
|
9,000
|
1.0
|
$
|
1.25
|
9,000
|
1.0
|
$
|
1.25
|
|||||||||||
($1.25)
|
|||||||||||||||||||
Non-Qualified
Stock Option Plan
|
1,187,500
|
4.1
|
1.85
|
1,187,500
|
4.1
|
1.85
|
|||||||||||||
($1.25
- $2.19)
|
|||||||||||||||||||
2004
Stock Option Plan
|
870,167
|
4.5
|
1.84
|
279,500
|
4.8
|
1.80
|
|||||||||||||
($1.44
- $1.86)
|
|||||||||||||||||||
1992
Outside Director Stock Option Plan
|
165,000
|
3.2
|
2.05
|
165,000
|
3.2
|
2.05
|
|||||||||||||
($1.22
- $2.98)
|
|||||||||||||||||||
2003
Outside Director Stock Option Plan
|
426,000
|
7.9
|
2.18
|
324,000
|
7.3
|
1.94
|
|||||||||||||
($1.70-
$2.95)
|
Options
Outstanding
|
|
Options
Exercisable
|
|
||||||||||||||||
Description
and Range of Exercise Prices at September 30, 2006
|
|
Number
Outstanding
|
|
Weighted
Average Remaining Contractual Life
|
|
Weighted
Average Exercise Price
|
|
Number
Outstanding
|
|
Weighted
Average Remaining Contractual Life
|
|
Weighted
Average Exercise Price
|
|||||||
Performance
Equity Plan
|
12,000
|
2.0
|
$
|
1.25
|
12,000
|
2.0
|
$
|
1.25
|
|||||||||||
($1.25)
|
|||||||||||||||||||
Non-Qualified
Stock Option Plan
|
1,399,750
|
5.1
|
1.86
|
1,399,750
|
5.1
|
1.86
|
|||||||||||||
($1.00-
$2.19)
|
|||||||||||||||||||
2004
Stock Option Plan
|
1,053,000
|
5.7
|
1.83
|
85,000
|
5.4
|
1.85
|
|||||||||||||
($1.44
- $1.86)
|
|||||||||||||||||||
1992
Outside Director Stock Option Plan
|
200,000
|
3.6
|
2.00
|
200,000
|
3.6
|
2.00
|
|||||||||||||
($1.22
- $2.98)
|
|||||||||||||||||||
2003
Outside Director Stock Option Plan
|
324,000
|
8.3
|
1.94
|
234,000
|
7.7
|
1.85
|
12.
|
Investment
|
13.
|
Letters
of Intent (LOI)
|
· |
On
August 2, 2007, we entered into a LOI with the Amerex Group, Inc.
to sell
the Perma-Fix Treatment Services, Inc. facility, located in Tulsa,
Oklahoma. Under this LOI, Amerex will pay to us $2.2 million and
assume
certain liabilities of Perma-Fix Treatment. The purchase price is
subject
to adjustment under certain
conditions.
|
· |
On
September 10, 2007, we entered into two separate LOIs with Triumvirate
Environmental, Inc. One of the LOIs covers the sale of assets of
Perma-Fix
of Maryland, Perma-Fix of Fort Lauderdale, and Perma-Fix of Orlando
for
approximately $12.0 million, plus assumption by the purchaser of
certain
liabilities of these companies, and the second LOI covers the sale
of the
assets of Perma-Fix of South Georgia for approximately $1.1 million,
plus
assumption of certain liabilities. The purchase price under both
LOIs is
subject to adjustment under certain
conditions.
|
· |
On
October 2, 2007, the Company entered into a letter of intent with
OGM,
Ltd. (“OGM”) to sell the business and certain assets of its subsidiary,
Perma-Fix of Dayton, Inc. (“PFD”), located in Dayton, Ohio. Under this
letter of intent OGM will pay to us $3.0 million and assume certain
liabilities and obligations of PFD. The purchase price is subject
to
adjustment under certain conditions. This letter of intent is subject
to
OGM obtaining suitable arrangements to finance the purchase price.
|
· |
each
of the parties shall provide the other with certain indemnifications,
and
|
· |
in
the event that on or before closing date of the definitive purchase
agreement a settlement agreement resolving the citizen’s suit portion of
the lawsuit styled Fisher,
et al., v. PFD
(the “Lawsuit”) as previously disclosed by the Company, has not been
entered into by the parties and approved by the court and/or a consent
decree has not been entered into between PFD and the U.S. Department
of
Justice (“DOJ”) and the U.S. Environmental Protection Agency (“EPA”)
resolving the government’s allegations in the Lawsuit (see Footnote 6 to
“Notes to Consolidated Financial Statements” - “Commitments and
Contingenices - Legal”), then OGM would not be obligated to close the
purchase transaction unless the Company and PFD agree to indemnify
OGM
against any liabilities or damages incurred by OGM as a result of
the
failure of the Company and/or PFD to settle the citizen’s suit portion of
the Lawsuit on terms substantially similar to the terms of a proposed
settlement agreement attached to the definitive agreement or enter
into a
consent decree with the EPA and/or DOJ on terms substantially similar
to
the terms of a proposed consent decree attached as an exhibit to
the
definitive agreement.
|
14.
|
Related
Party Transaction
|
·
|
improve
our operations and liquidity;
|
·
|
anticipated
improvement in the financial performance of the
Company;
|
·
|
ability
to comply with the Company’s general working capital requirements;
|
·
|
ability
to be able to continue to borrow under the Company’s revolving line of
credit;
|
·
|
anticipate
a full repayment of our Term Loan by November 2008;
|
·
|
we
anticipate the environmental liabilities for all the Industrial Segment
facilities noted above will be part of the divestiture with the exception
of PFM, PFD, 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 the three sites from funds
generated internally;
|
·
|
each
of the LOIs entered into is subject to the completion of due diligence
and
the parties entering into a definitive purchase
agreement.
|
·
|
the
purchase price under the LOI is subject to adjustment under certain
conditions;
|
·
|
this
letter of intent is subject to OGM obtaining suitable arrangements
to
finance the purchase price;
|
·
|
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;
|
·
|
LATA/Parallax
can terminate the contract with us at any time for convenience, which
could have a material adverse effect on our operations;
|
·
|
we
could be a potentially responsible party for the costs of the cleanup
notwithstanding any absence of fault on our part;
|
·
|
we
anticipate full repayment of our Revolver November 2008;
|
·
|
ability
to remediate certain contaminated sites for projected
amounts;
|
·
|
ability
to fund budgeted capital expenditures during 2007;
|
·
|
we
anticipate funding these capital expenditures by a combination of
lease
financing and internally generated funds.
|
·
|
expanding
within the mixed waste market, as well as more complex waste
streams;
|
·
|
growth
of our Nuclear segment;
|
·
|
efforts
to complete a formal settlement agreement (consent decree) and to
meet the
DOJ/EPA official approval requirements (including public notice and
comment) are on-going;
|
·
|
cost
estimates associated with taking action to address air pollution
control
regulations and permit requirements will depend on specific details
of the
consent decree;
|
·
|
based
on the current status of the Corrective Action, we believe that the
remaining reserve is adequate to cover the liability;
|
·
|
the
agreement in principle (“AIP”) states that PFD will pay a civil penalty of
$800,000; however, if the Government Lawsuit settlement is finalized,
we
anticipate the penalty to consist of two components;
|
·
|
settlement
of the Fisher Lawsuit is subject to , among other things, execution
of a
definitive settlement agreement and approval and entry of the definitive
settlement agreement by the court;
|
·
|
our
insurer has advised us that they will reimburse us approximately
another
$82,000 in legal and out of pocket defense costs, subject to our
insurer
reservation of rights as noted above. We anticipate receiving this
reimbursement in the fourth quarter of 2007;
|
·
|
discussions
are ongoing with our insurer as to whether, and to what extent any
additional contribution may be made in connection with the settlement
of
the Fisher Lawsuit and as to whether any contribution will be made
in
connection with the settlement of the Government
Lawsuit;
|
·
|
we
anticipate most of these reserves being paid off when the Industrial
Segment is sold, but should that not take place in the short term
future,
these reserves would have an adverse effect on our liquidity position;
|
·
|
we
expect backlog levels to continue to fluctuate within acceptable
levels
throughout 2007, subject to the complexity of the waste streams and
timing
of receipts and processing of materials;
|
·
|
at
this very early stage, it is not possible to accurately assess PFO’s
potential liability. Our insurer has agreed to defend and indemnify
us in
these lawsuits, excluding our deductible of $250,000, subject to
a
reservation of rights to deny indemnity pursuant to various provisions
and
exclusions under our policy; and
|
·
|
this
level of backlog material continues to position the Nuclear Segment
well,
from a processing revenue perspective, as it provides for continued
and
more consistent processing during slower
seasons.
|
·
|
general
economic conditions;
|
·
|
material
reduction in revenues;
|
·
|
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;
|
·
|
ability
to retain or renew certain required permits;
|
·
|
discovery
of additional contamination or expanded contamination at a certain
Dayton,
Ohio, property formerly leased by the Company or the Company’s facilities
at Memphis, Tennessee; Valdosta, Georgia; Detroit, Michigan; and
Tulsa,
Oklahoma, 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 less than
expected;
|
·
|
the
requirement to use internally generated funds for purposes not presently
anticipated;
|
·
|
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;
|
·
|
the
determination that PFMI and PFSG was responsible for a material amount
of
remediation at certain superfund sites;
|
·
|
execution
of final agreement with EPA with regard to PFD lawsuit;
|
·
|
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;
|
·
|
AIG’s
agreement to defend and Indemnify us in connection with the PFD litigation
is subject to the AIG’s reservation of its rights to deny indemnity
pursuant to various policy provisions and exclusions, including without
limitation, payment of any civil penalties and fines, as well as
AIG’s
right to recoup any defense costs it has advanced if AIG later determines
that its policy provides no coverage; and
|
·
|
the
factors listed in our 2006 Annual Report on 10-K under “Special Notes
Regarding Forward-Looking Statements”.
|
Consolidated
(amounts in thousands)
|
Three
Months Ending September 30,
|
Nine
Months Ending September 30,
|
|||||||||||||||||||||||
2007
|
|
|
%
|
|
|
2006
|
|
|
%
|
|
|
2007
|
|
|
%
|
|
|
2006
|
|
|
%
|
||||
Net
revenues
|
$
|
13,840
|
100.0
|
$
|
12,088
|
100.0
|
$
|
40,298
|
100.0
|
$
|
39,025
|
100.0
|
|||||||||||||
Cost
of goods sold
|
9,574
|
69.2
|
7,720
|
63.9
|
26,628
|
66.1
|
23,671
|
60.7
|
|||||||||||||||||
Gross
profit
|
4,266
|
30.8
|
4,368
|
36.1
|
13,670
|
33.9
|
15,354
|
39.3
|
|||||||||||||||||
Selling,
general and administrative
|
4,061
|
29.3
|
3,564
|
29.5
|
11,535
|
28.6
|
10,654
|
27.3
|
|||||||||||||||||
Loss
(gain) on disposal of property & equipment
|
(4
|
)
|
―
|
―
|
―
|
(1
|
)
|
―
|
1
|
―
|
|||||||||||||||
Income
from operations
|
$
|
209
|
1.5
|
$
|
804
|
6.6
|
$
|
2,136
|
5.3
|
$
|
4,699
|
12.0
|
|||||||||||||
Interest
expense
|
$
|
(476
|
)
|
(3.4
|
)
|
$
|
(276
|
)
|
(2.3
|
)
|
$
|
(949
|
)
|
(2.4
|
)
|
$
|
(995
|
)
|
(2.5
|
)
|
|||||
Interest
expense-financing fees
|
(48
|
)
|
(.3
|
)
|
(48
|
)
|
(.4
|
)
|
(143
|
)
|
(.4
|
)
|
(144
|
)
|
(.4
|
)
|
|||||||||
Other
income (expense)
|
(41
|
)
|
(.3
|
)
|
(6
|
)
|
―
|
(48
|
)
|
.1
|
(39
|
)
|
(.1
|
)
|
|||||||||||
(Loss)
income from continuing
|
|||||||||||||||||||||||||
operations
|
(124
|
)
|
(.9
|
)
|
600
|
5.0
|
1,211
|
3.0
|
3,558
|
9.1
|
|||||||||||||||
Preferred
Stock dividends
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|
%
Change
|
||||||||
Nuclear
|
|||||||||||||||||||
Government
waste
|
$
|
3,673
|
26.6
|
$
|
3,973
|
32.9
|
$
|
(300
|
)
|
(7.6
|
)
|
||||||||
Hazardous/Non-hazardous
|
1,069
|
7.7
|
829
|
6.8
|
240
|
29.0
|
|||||||||||||
Other
nuclear waste
|
2,646
|
19.1
|
1,920
|
15.9
|
726
|
37.8
|
|||||||||||||
Bechtel
Jacobs
|
281
|
2.0
|
1,629
|
13.5
|
(1,348
|
)
|
(82.8
|
)
|
|||||||||||
LATA/Parallax
|
2,029
|
14.7
|
2,672
|
22.1
|
(643
|
)
|
(24.1
|
)
|
|||||||||||
Acquisition
(PFNWR)
|
3,513
|
25.4
|
¾
|
¾
|
3,513
|
100.0
|
|||||||||||||
Total
|
13,211
|
95.5
|
11,023
|
91.2
|
2,188
|
19.8
|
|||||||||||||
Engineering
|
629
|
4.5
|
1,065
|
8.8
|
(436
|
)
|
(40.9
|
)
|
|||||||||||
Total
|
$
|
13,840
|
100.1
|
$
|
12,088
|
100.0
|
$
|
1,752
|
14.5
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|
%
Change
|
||||||||
Nuclear
|
|||||||||||||||||||
Government
waste
|
$
|
11,310
|
28.1
|
$
|
12,267
|
31.4
|
$
|
(957
|
)
|
(7.8
|
)
|
||||||||
Hazardous/Non-hazardous
|
4,236
|
10.5
|
2,538
|
6.6
|
1,698
|
66.9
|
|||||||||||||
Other
nuclear waste
|
10,042
|
24.9
|
9,247
|
23.7
|
795
|
8.6
|
|||||||||||||
Bechtel
Jacobs
|
1,094
|
2.7
|
4,892
|
12.5
|
(3,798
|
)
|
(77.6
|
)
|
|||||||||||
LATA/Parallax
|
7,167
|
17.8
|
7,344
|
18.8
|
(177
|
)
|
(2.4
|
)
|
|||||||||||
Acquisition
(PFNWR)
|
4,711
|
11.7
|
¾
|
¾
|
4,711
|
100.0
|
|||||||||||||
Total
|
38,560
|
95.7
|
36,288
|
93.0
|
2,272
|
6.3
|
|||||||||||||
Engineering
|
1,738
|
4.3
|
2,737
|
7.0
|
(999
|
)
|
(36.5
|
)
|
|||||||||||
Total
|
$
|
40,298
|
100.0
|
$
|
39,025
|
100.0
|
$
|
1,273
|
3.3
|
(In
thousands)
|
2007
|
% Revenue
|
2006
|
%
Revenue
|
Change
|
|||||||||||
Nuclear
|
$
|
7,453
|
56.4
|
$
|
6,896
|
62.6
|
557
|
|||||||||
Engineering
|
398
|
63.3
|
824
|
77.4
|
(426
|
)
|
||||||||||
Acquisition
(PFNWR)
|
1,723
|
13.0
|
¾
|
¾
|
1,723
|
|||||||||||
Total
|
$
|
9,574
|
69.2
|
$
|
7,720
|
55.8
|
1,854
|
(In
thousands)
|
2007
|
%
Revenue
|
2006
|
%
Revenue
|
Change
|
|||||||||||
Nuclear
|
$
|
22,899
|
59.4
|
$
|
21,626
|
59.6
|
1,273
|
|||||||||
Engineering
|
1,173
|
67.5
|
2,045
|
74.7
|
(872
|
)
|
||||||||||
Acquisition
(PFNWR)
|
2,556
|
6.6
|
¾
|
¾
|
2,556
|
|||||||||||
Total
|
$
|
26,628
|
66.1
|
$
|
23,671
|
60.7
|
2,957
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|||||||
Nuclear
|
$
|
2,245
|
17.0
|
$
|
4,127
|
37.4
|
$
|
(1,882
|
)
|
|||||||
Engineering
|
231
|
36.7
|
241
|
22.6
|
(10
|
)
|
||||||||||
Acquisition
(PFNWR)
|
1,790
|
13.5
|
¾
|
¾
|
1,790
|
|||||||||||
Total
|
$
|
4,266
|
30.8
|
$
|
4,368
|
36.1
|
$
|
(102
|
)
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|||||||
Nuclear
|
$
|
10,950
|
28.4
|
$
|
14,662
|
40.4
|
$
|
(3,712
|
)
|
|||||||
Engineering
|
564
|
32.5
|
692
|
25.3
|
(128
|
)
|
||||||||||
Acquisition
(PFNWR)
|
2,156
|
5.6
|
¾
|
¾
|
2,156
|
|||||||||||
Total
|
$
|
13,670
|
33.9
|
$
|
15,354
|
39.3
|
$
|
(1,684
|
)
|
%
|
%
|
|||||||||||||||
(In
thousands)
|
2007
|
Revenue
|
2006
|
Revenue
|
Change
|
|||||||||||
Administrative
|
$
|
1,363
|
¾
|
$
|
1,458
|
¾
|
$
|
(95
|
)
|
|||||||
Nuclear
|
2,537
|
19.2
|
1,961
|
17.8
|
576
|
|||||||||||
Engineering
|
161
|
25.6
|
145
|
13.6
|
16
|
|||||||||||
Total
|
$
|
4,061
|
29.3
|
$
|
3,564
|
29.5
|
$
|
497
|
%
|
%
|
|||||||||||||||
(In
thousands)
|
2007
|
Revenue
|
2006
|
Revenue
|
Change
|
|||||||||||
Administrative
|
$
|
4,167
|
¾
|
$
|
4,143
|
¾
|
$
|
24
|
||||||||
Nuclear
|
6,965
|
18.1
|
6,066
|
16.7
|
899
|
|||||||||||
Engineering
|
403
|
23.2
|
445
|
16.3
|
(42
|
)
|
||||||||||
Total
|
$
|
11,535
|
28.6
|
$
|
10,654
|
27.3
|
$
|
881
|
Three
Months
|
Nine
Months
|
||||||||||||||||||
(In
thousands)
|
2007
|
2006
|
Change
|
2007
|
2006
|
Change
|
|||||||||||||
PNC
interest
|
$
|
220
|
$
|
146
|
$
|
74
|
$
|
467
|
$
|
596
|
$
|
(129
|
)
|
||||||
Other
|
256
|
130
|
126
|
482
|
399
|
83
|
|||||||||||||
Total
|
$
|
476
|
$
|
276
|
$
|
200
|
$
|
949
|
$
|
995
|
$
|
(46
|
)
|
Three
Months Ended
|
Nine
Months Ended
|
||||||||||||
(Amounts
in Thousands)
|
September
30,
|
September
30,
|
|||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
revenues
|
$
|
7,960
|
$
|
9,178
|
$
|
23,347
|
$
|
26,874
|
|||||
Operating
loss from discontinued operations
|
$
|
(1,826
|
)
|
$
|
(270
|
)
|
$
|
(3,023
|
)
|
$
|
(724
|
)
|
|
Income
tax provision
|
$
|
2
|
$
|
¾
|
$
|
2
|
$
|
¾
|
|||||
Loss
from discontinued operations
|
$
|
(1,828
|
)
|
$
|
(270
|
)
|
$
|
(3,025
|
)
|
$
|
(724
|
)
|
(Amounts
in Thousands)
|
2007
|
2006
|
|||||
Account
receivable, net
|
$
|
4,915
|
$
|
5,768
|
|||
Inventories
|
391
|
522
|
|||||
Other
assets
|
3,132
|
3,179
|
|||||
Property,
plant and equipment, net
|
12,568
|
13,281
|
|||||
Total
assets held for sale
|
$
|
21,006
|
$
|
22,750
|
|||
Account
payable
|
$
|
2,247
|
$
|
2,132
|
|||
Accrued
expenses and other liabilities
|
4,857
|
3,760
|
|||||
Deferred
revenue
|
¾
|
¾
|
|||||
Note
payable
|
896
|
830
|
|||||
Environmental
liabilities
|
1,146
|
1,094
|
|||||
Total
liabilities held for sale
|
$
|
9,146
|
$
|
7,816
|
(In
thousands)
|
2007
|
|||
Cash
provided by continuing operations
|
$
|
5,549
|
||
Cash
provided by discontinued operations
|
481
|
|||
Cash
used in investing activities of continuing operations
|
(6,230
|
)
|
||
Cash
used in investing activities of discontinued operations
|
(326
|
)
|
||
Cash
used in financing activities of continuing operations
|
(1,604
|
)
|
||
Principal
repayment of long-term debt for discontinued operations
|
(290
|
)
|
||
Decrease
in cash
|
$
|
(2,420
|
)
|
(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 $0.6 million.
|
|
|
Payments
due by period
|
|
|||||||||||||
Contractual
Obligations
|
|
Total
|
|
2007
|
|
2008
- 2010
|
|
2011
- 2012
|
|
After
2012
|
||||||
Long-term
debt
|
$
|
18,521
|
$
|
2,078
|
$
|
15,420
|
$
|
1,021
|
$
|
2
|
||||||
Interest
on long-term debt (1)
|
3,098
|
—
|
3,029
|
69
|
—
|
|||||||||||
Interest
on variable rate debt (2)
|
1,452
|
321
|
1,131
|
¾
|
¾
|
|||||||||||
Operating
leases
|
3,396
|
547
|
2,207
|
601
|
41
|
|||||||||||
Finite
risk policy (3)
|
8,061
|
¾
|
6,053
|
2,008
|
¾
|
|||||||||||
Pension
withdrawal liability (4)
|
1,287
|
¾
|
517
|
448
|
322
|
|||||||||||
Environmental
contingencies (5)
|
3,048
|
380
|
1,581
|
545
|
542
|
|||||||||||
Purchase
obligations (6)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
Total
contractual obligations
|
$
|
38,863
|
$
|
3,326
|
$
|
29,938
|
$
|
4,692
|
$
|
907
|
(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
Nuvotec
and PEcoS (now known as Perma-fix of Northwest, Inc.), which was
completed
on June 13, 2007, pursuant to the Agreement and Plan of Merger, dated
April 27, 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
0.25% in each of the years 2007 through 2008. We anticipate a full
repayment of our Term Loan by November 2008. In addition, we anticipate
a
full repayment of our Revolver by November 2008. 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 0.25% 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.
|
(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.
|
(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.
|
· |
cash
payment to the appropriate regulatory authority;
and
|
· |
supplemental
environmental projects consisting of one or more capital
projects.
|
· |
On
August 2, 2007, we entered into a LOI with the Amerex Group, Inc.
to sell
the Perma-Fix Treatment Services, Inc. facility, located in Tulsa,
Oklahoma. Under this LOI, Amerex will pay to us $2.2 million and
assume
certain liabilities of Perma-Fix Treatment. The purchase price is
subject
to adjustment under certain
conditions.
|
· |
On
September 10, 2007, we entered into two separate LOIs with Triumvirate
Environmental, Inc. One of the LOIs covers the sale of assets of
Perma-Fix
of Maryland, Perma-Fix of Fort Lauderdale, and Perma-Fix of Orlando
for
approximately $12.0 million, plus assumption by the purchaser of
certain
liabilities of these companies, and the second LOI covers the sale
of the
assets of Perma-Fix of South Georgia for approximately $1.1 million,
plus
assumption of certain liabilities. The purchase price under both
LOIs is
subject to adjustment under certain
conditions.
|
· |
On
October 2, 2007, the Company entered into a letter of intent with
OGM,
Ltd. (“OGM”) to sell the business and certain assets of its subsidiary,
Perma-Fix of Dayton, Inc. (“PFD”), located in Dayton, Ohio. Under this
letter of intent OGM will pay to us $3.0 million and assume certain
liabilities and obligations of PFD. The purchase price is subject
to
adjustment under certain conditions. This letter of intent is subject
to
OGM obtaining suitable arrangements to finance the purchase price.
|
· |
each
of the parties shall provide the other with certain indemnifications,
and
|
· |
in
the event that on or before closing date of the definitive purchase
agreement a settlement agreement resolving the citizen’s suit portion of
the lawsuit styled Fisher,
et al., v. PFD
(the “Lawsuit”) as previously disclosed by the Company, has not been
entered into by the parties and approved by the court and/or a consent
decree has not been entered into between PFD and the U.S. Department
of
Justice (“DOJ”) and the U.S. Environmental Protection Agency (“EPA”)
resolving the government’s allegations in the Lawsuit (see Footnote 6 to
“Notes to Consolidated Financial Statements” - “Commitments and
Contingenices - Legal”), then OGM would not be obligated to close the
purchase transaction unless the Company and PFD agree to indemnify
OGM
against any liabilities or damages incurred by OGM as a result of
the
failure of the Company and/or PFD to settle the citizen’s suit portion of
the Lawsuit on terms substantially similar to the terms of a proposed
settlement agreement attached to the definitive agreement or enter
into a
consent decree with the EPA and/or DOJ on terms substantially similar
to
the terms of a proposed consent decree attached as an exhibit to
the
definitive agreement.
|
Current
Accrual
|
Long-term
Accrual
|
Total
|
||||||||
PFD
|
$
|
238,000
|
$
|
482,000
|
$
|
720,000
|
||||
PFM
|
360,000
|
247,000
|
607,000
|
|||||||
PFSG
|
245,000
|
473,000
|
718,000
|
|||||||
PFTS
|
7,000
|
30,000
|
37,000
|
|||||||
PFMD
|
¾
|
391,000
|
391,000
|
|||||||
PFMI
|
403,000
|
172,000
|
575,000
|
|||||||
$
|
1,253,000
|
$
|
1,795,000
|
$
|
3,048,000
|
(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
Chief Executive Officer and Chief 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
weaknesses in our internal control over financial reporting as set
forth
below (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).
1.
The
monitoring of pricing and invoicing process controls at certain facilities
within the Company's Industrial Segment was ineffective and was 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. Further, controls over non-routine
revenue streams in this segment, such as Bill & Hold transactions,
were ineffective and could result in revenue being prematurely recognized.
Although this material weakness did not result in an adjustment to
the
quarterly or annual financial statements, if not remediated, it has
a more
than remote potential to cause a material misstatement to be unprevented
or undetected. We have performed additional audit testing procedures
on
this control weakness. We anticipate remediation of this control
weakness
in the fourth quarter of 2007.
2.
The
Company lacks the technical expertise and processes to ensure compliance
with SFAS No. 109, “Accounting for Income Taxes”, and did not
maintain adequate controls with respect to accurate and timely tax
account reconciliations and analyses. This material weakness resulted
in
an audit adjustment and, if not remediated, it has a more than remote
potential to cause a material misstatement to be unprevented or
undetected. See below “Change in internal control over financial
reporting” for corrective action taken by the Company to remediate this
material weakness in our internal control over financial
reporting.
3.
The
Company lacks the technical expertise, controls and policies to ensure
that significant non-routine transactions are being appropriately
reviewed, analyzed, and monitored on a timely basis. Although this
material weakness did not result in an adjustment to the quarterly
or
annual financial statements, if not remediated, it has more than
a remote
potential to cause a material misstatement to be unprevented or
undetected. See below “Change in internal control over financial
reporting” for corrective action taken by the Company to remediate this
material weakness in our internal control over financial
reporting.
|
|
(b)
|
Changes
in internal control over financial
reporting.
|
There
have been no changes in our internal control over financial reporting,
other than , reported below:
1.
As
previously reported in our Form 10-Q for the quarter ended March
31, 2007,
we have obtained the service of an outside tax firm which will provide
on-going technical expertise to ensure we accurately and timely complete
tax account reconciliations and analyses, in addition to ensuring
compliance with applicable tax laws and regulations.
2.
As
previously reported in our Form 10-Q for the quarter ended March
31, 2007,
we have obtained the service of an outside consulting firm which
will
provide the necessary on-going technical expertise to ensure that
non-routine transactions are being appropriately reviewed, analyzed,
accounted for and monitored on a timely and accurately basis.
3.
We
centralized the processing of payroll for our South Georgia and Dayton
facilities to our corporate office effective September 11, 2007 and
September 18, 2007, respectively. As previously reporting in our
Form 10-Q
for the quarter ended June 30, 2007, effective April 15, 2007, we
centralized the processing of payroll for our SYA facility to our
corporate office.
|
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
PART
II - Other Information
|
||
Item
1.
|
Legal
Proceedings
|
Item
1A.
|
Risk
Factors
|
|
There
has been no material changes from the risk factors previously disclosed
in
our Form 10-K for the year ended December 31, 2006, Form 10-Q for
the
quarter ended March 31, 2007 and Form 10-Q for the quarter ended
June 30,
2007.
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
|
The
Company’s annual meeting of stockholders (“Annual Meeting”) was held on
August 2, 2007. At the Annual Meeting, the following matters were
voted on
and approved by the stockholders.
|
1. |
The
election of eight directors to serve until the next annual meeting
of
stockholders or until their respective successors are duly elected
and
qualified.
|
2. | Ratification of the appointment of BDO Seidman, LLP as the registered auditors of the Company for fiscal 2007. |
Directors
|
For
|
Against
or Withhold Authority
|
||
Dr.
Louis F. Centofanti
|
44,000,767
|
277,484
|
||
Jon
Colin
|
43,937,429
|
340,822
|
||
Robert
L. Ferguson
|
44,009,567
|
268,684
|
||
Jack
Lahav
|
37,629,961
|
6,648,290
|
||
Joe
R. Reeder
|
36,978,048
|
7,300,203
|
||
Larry
Shelton
|
44,009,067
|
269,184
|
||
Dr.
Charles E. Young
|
43,935,229
|
343,022
|
||
Mark
A. Zwecker
|
43,937,629
|
340,622
|
For
|
Against
or Withhold Authority
|
Abstentions
And
Broker
Non-votes
|
||||||||
Ratification
of the Appointment of
BDO Seidman, LLP as the Registered Auditors
|
44,071,713
|
200,243
|
6,295
|
Item
5.
|
Other
Information
|
|
Related
Party Transaction
The
compensation committee of our board of directors unanimously recommended
to the full board of directors, and, based on such recommendation,
our
board of directors approved on the same day, that Joe R. Reeder,
a member
of our board of directors, with Mr. Reeder abstaining, be paid an
additional director’s fee of $160,000 as compensation for his services as
the board’s representative in negotiating the agreement in principle to
settle the claims brought by the United States, on behalf of the
EPA,
against PFD, our Dayton, Ohio, subsidiary, and resolution of certain
other
matters relating to that lawsuit. As a fee payable to Mr. Reeder
for his
services as a member of our board of directors, payment of the fee
is
governed by the terms of our 2003 Outsider Directors Stock Plan (the
“2003
Directors Plan”). In accordance with the terms of the 2003 Directors Plan,
fees payable to a non-employee director may be paid, at the election
of
the director, either 65% or 100% in shares of our common stock, with
any
balance payable in cash. The number of shares to be issued under
the 2003
Directors Plan in lieu of cash fees is determined by dividing the
amount
of the fee by 75% of the closing sales price of our common stock
on the
business day immediately preceding the date that the fee is due.
Mr.
Reeder has elected to receive 100% of such fee in shares of our common
stock in lieu of cash. Our director fees for the third quarter are
payable
at our next Annual Shareholders’ Meeting in 2008. Based on the closing
price of $2.89 per share on October 30, 2007, Mr. Reeder is entitled
to
receive under the terms of the 2003 Directors Plan, 73,818 shares
of our
common stock as payment for his services relating to the PFD litigation,
in lieu of the cash amount of $160,000.
|
Item
6.
|
Exhibits
|
||
(a)
|
Exhibits
|
||
3(ii)
|
By-Laws
of Perma-Fix Environmental Services, Inc, as amended on October 30,
2007.
|
||
4.1
|
Amendment
No. 8 to Revolving Credit, Term Loan and Security Agreement, dated
as of
November 2, 2007, between the Company and PNC Bank.
|
||
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 Baughman, Vice President and 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 Baughman, Vice President and Chief Financial Officer of
the
Company furnished pursuant to 18 U.S.C. Section 1350.
|
PERMA-FIX
ENVIRONMENTAL SERVICES
|
||
Date:
November 9, 2007
|
By:
|
/s/
Dr. Louis F. Centofanti
|
Dr.
Louis F. Centofanti
Chairman
of the Board
Chief
Executive Officer
|
||
|
||
Date:
November 9, 2007
|
By:
|
/s/
Steven Baughman
|
Steven
Baughman
Vice
President and Chief Financial Officer
|
||
|
||
|