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,
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 August 6, 2007
|
Common
Stock, $.001 Par Value
|
53,035,257
|
PART
I
|
FINANCIAL
INFORMATION
|
Page
No.
|
|
|
Item
1.
|
Financial Statements | |
|
Consolidated
Balance Sheets -
June
30, 2007 (unaudited) and December 31, 20061
|
1
|
|
|
|||
Consolidated
Statements of Operations -
Three
and Six Months Ended June 30, 2007 and 2006 (unaudited)
|
3
|
||
|
|||
Consolidated
Statements of Cash Flows -
Six
Months Ended June 30, 2007 and 2006 (unaudited)
|
4
|
||
|
|||
Consolidated
Statement of Stockholders’ Equity -
Six
Months Ended June 30, 2007 (unaudited)
|
5
|
||
|
|
||
Notes
to Consolidated Financial Statements
|
6
|
||
|
|
||
|
Item
2.
|
Management’s
Discussion and Analysis of
Financial
Condition and Results of Operations
|
26
|
|
|
||
|
Item
3.
|
Quantitative
and Qualitative Disclosures
About
Market Risk
|
49
|
|
|
||
|
Item
4.
|
Controls
and Procedures
|
50
|
|
|
||
|
|
||
PART
II
|
OTHER
INFORMATION
|
||
|
|||
|
Item
1.
|
Legal
Proceedings
|
52
|
|
Item
1A.
|
Risk
Factors
|
53
|
|
|
||
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
53
|
|
|
||
|
Item
5.
|
Other
Information
|
53
|
|
|||
|
Item
6.
|
Exhibits
|
54
|
(Amounts
in Thousands, Except for Share Amounts)
|
June
30, 2007 (Unaudited)
|
|
December
31, 2006
|
||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
|
$
|
60
|
$
|
2,528
|
|||
Restricted
cash
|
35
|
35
|
|||||
Investment
trading securities
|
121
|
¾
|
|||||
Accounts
receivable, net of allowance for doubtful
|
10,547
|
9,488
|
|||||
account
of $73 and $168
|
|||||||
Unbilled
receivables
|
11,758
|
12,313
|
|||||
Inventories
|
312
|
325
|
|||||
Prepaid
expenses
|
1,920
|
2,855
|
|||||
Other receibables |
74
|
1,596
|
|||||
Current
assets included in assets for sale, net of allowance for
|
|||||||
doubtful
accounts of $330 and $247
|
9,014
|
7,100
|
|||||
Total
current assets
|
$
|
33,841
|
$
|
36,240
|
|||
|
|||||||
Property
and equipment:
|
|||||||
Buildings
and land
|
20,428
|
11,244
|
|||||
Equipment
|
29,929
|
20,599
|
|||||
Vehicles
|
141
|
141
|
|||||
Leasehold
improvements
|
11,458
|
11,452
|
|||||
Office
furniture and equipment
|
2,256
|
1,930
|
|||||
Construction-in-progress
|
1,295
|
4,609
|
|||||
65,507
|
49,975
|
||||||
Less
accumulated depreciation and amortization
|
(17,985
|
)
|
(16,630
|
)
|
|||
Net
property and equipment
|
47,522
|
33,345
|
|||||
Property
and equipment included in assets for sale, net of accumulated depreciation
of $13,641 and $13,341
|
13,194
|
13,281
|
|||||
Intangibles
and other assets:
|
|||||||
Permits
|
11,110
|
11,025
|
|||||
Goodwill
|
12,769
|
1,330
|
|||||
Unbilled
receivable - non-current
|
3,275
|
2,600
|
|||||
Finite
Risk Sinking Fund
|
5,633
|
4,518
|
|||||
Other
assets
|
1,699
|
1,954
|
|||||
Intangibles
and other assets included in assets held for sale
|
2,369
|
2,369
|
|||||
Total
assets
|
$
|
131,412
|
$
|
106,662
|
|||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
(Amounts
in Thousands, Except for Share Amounts)
|
June
30, 2007 (Unaudited)
|
|
December
31, 2006
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
5,109
|
$
|
2,456
|
|||
Current
environmental accrual
|
447
|
453
|
|||||
Accrued
expenses
|
12,348
|
8,118
|
|||||
Unearned
revenue
|
3,758
|
3,575
|
|||||
Current
liabilities related to assets held for sale
|
7,525
|
6,737
|
|||||
Current
portion of long-term debt
|
4,080
|
2,092
|
|||||
Total
current liabilities
|
33,267
|
23,431
|
|||||
Environmental
accruals
|
296
|
348
|
|||||
Accrued
closure costs
|
8,665
|
4,825
|
|||||
Other
long-term liabilities
|
3,275
|
3,018
|
|||||
Long-term
liabilities related to assets held for sale
|
3,746
|
3,895
|
|||||
Long-term
debt, less current portion
|
13,549
|
5,407
|
|||||
Total
long-term liabilities
|
29,531
|
17,493
|
|||||
Commitments
and Contingencies
|
|||||||
Total
liabilities
|
62,798
|
40,924
|
|||||
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,
|
|||||||
52,252,363
and 52,053,744 shares issued, including 0 shares held
|
|||||||
and
988,000 shares of treasury stock retired in 2006,
respectively
|
52
|
52
|
|||||
Additional
paid-in capital
|
95,691
|
92,980
|
|||||
Stock
subscription receivable
|
(52
|
)
|
(79
|
)
|
|||
Accumulated
deficit
|
(28,362
|
)
|
(28,500
|
)
|
|||
Total
stockholders' equity
|
67,329
|
64,453
|
|||||
Total
liabilities and stockholders' equity
|
$
|
131,412
|
$
|
106,662
|
|||
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
June
30,
|
June
30,
|
||||||||||||
(Amounts
in Thousands, Except for Per Share Amounts)
|
2007
|
|
2006
|
|
2007
|
|
2006
|
||||||
Net
revenues
|
$
|
13,537
|
$
|
14,040
|
$
|
26,458
|
$
|
26,936
|
|||||
Cost
of goods sold
|
8,733
|
8,107
|
17,054
|
15,950
|
|||||||||
Gross
profit
|
4,804
|
5,933
|
9,404
|
10,986
|
|||||||||
Selling,
general and administrative expenses
|
3,759
|
3,689
|
7,474
|
7,090
|
|||||||||
Loss
on disposal of property and equipment
|
2
|
¾
|
2
|
1
|
|||||||||
Income
from operations
|
1,043
|
2,244
|
1,928
|
3,895
|
|||||||||
Other
income (expense):
|
|||||||||||||
Interest
income
|
78
|
58
|
166
|
89
|
|||||||||
Interest
expense
|
(272
|
)
|
(389
|
)
|
(473
|
)
|
(719
|
)
|
|||||
Interest
expense-financing fees
|
(48
|
)
|
(48
|
)
|
(96
|
)
|
(96
|
)
|
|||||
Other
|
9
|
(17
|
)
|
(7
|
)
|
(32
|
)
|
||||||
Income
from continuing operations before taxes
|
810
|
1,848
|
1,518
|
3,137
|
|||||||||
Income
tax expense
|
58
|
107
|
183
|
179
|
|||||||||
Income
from continuing operations
|
752
|
1,741
|
1,335
|
2,958
|
|||||||||
Income
(loss) from discontinued operations, net of taxes
|
470
|
84
|
(1,197
|
)
|
(455
|
)
|
|||||||
Net
income
|
1,222
|
1,825
|
138
|
2,503
|
|||||||||
Preferred
Stock dividends
|
¾
|
¾
|
¾
|
¾
|
|||||||||
Net
income applicable to Common Stock
|
$
|
1,222
|
$
|
1,825
|
$
|
138
|
$
|
2,503
|
|||||
Net
income (loss) per common share - basic
|
|||||||||||||
Continuing
operations
|
$
|
.01
|
$
|
.04
|
$
|
.02
|
$
|
.06
|
|||||
Discontinued
operations
|
.01
|
¾
|
(.02
|
)
|
(.01
|
)
|
|||||||
Net
income (loss) per common share
|
$
|
.02
|
$
|
.04
|
$
|
¾
|
$
|
.05
|
|||||
Net
income (loss) per common share - diluted
|
|||||||||||||
Continuing
operations
|
$
|
.01
|
$
|
.04
|
$
|
.02
|
$
|
.06
|
|||||
Discontinued
operations
|
.01
|
¾
|
(.02
|
)
|
(.01
|
)
|
|||||||
Net
income (loss) per common share
|
$
|
.02
|
$
|
.04
|
$
|
¾
|
$
|
.05
|
|||||
Number
of common shares used in computing
|
|||||||||||||
net
income (loss) per share:
|
|||||||||||||
Basic
|
52,131
|
45,117
|
52,097
|
44,975
|
|||||||||
Diluted
|
53,601
|
46,380
|
53,333
|
45,805
|
|||||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
|
|
Six
Months Ended
|
|||||
June
30,
|
|||||||
(Amounts
in Thousands)
|
2007
|
|
2006
|
||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
138
|
$
|
2,503
|
|||
Loss
on discontinued operations
|
1,197
|
|
455
|
|
|||
Income
from continuing operations
|
1,335
|
2,958
|
|||||
Adjustments
to reconcile net income (loss) to cash provided by (used in)
operations:
|
|||||||
Depreciation
and amortization
|
1,628
|
1,510
|
|||||
Provision
(credit) for bad debt and other reserves
|
(41
|
)
|
(144
|
)
|
|||
Loss
on disposal of property and equipment
|
2
|
1
|
|||||
Issuance
of Common Stock for services
|
25
|
22
|
|||||
Share
based compensation
|
162
|
85
|
|||||
Changes
in operating assets and liabilities of continuing operations, net
of
|
|||||||
effects
from business acquisitions:
|
|||||||
Accounts
receivable
|
1,276
|
1,849
|
|||||
Unbilled
receivables
|
(121
|
)
|
(3,141
|
)
|
|||
Prepaid
expenses, inventories and other assets
|
2,926
|
2,821
|
|||||
Accounts
payable, accrued expenses, and unearned revenue
|
(596
|
)
|
(3,017
|
)
|
|||
Cash
provided by continuing operations
|
6,596
|
2,944
|
|||||
Cash
used in discontinued operations
|
(1,815
|
)
|
(1,428
|
)
|
|||
Cash
provided by Operating Activities
|
4,781
|
1,516
|
|||||
Cash
flows from investing activities:
|
|||||||
Purchases
of property and equipment, net
|
(1,627
|
)
|
(1,294
|
)
|
|||
Proceeds
from sale of plant, property and equipment
|
4
|
¾
|
|||||
Change
in restricted cash, net
|
¾
|
¾
|
|||||
Change
in finite risk sinking fund
|
(1,115
|
)
|
(1,080
|
)
|
|||
Cash
used for acquisition consideration, net of cash acquired
|
(2,341
|
)
|
¾
|
||||
Cash
used in investing activities of continuing operations
|
(5,079
|
)
|
(2,374
|
)
|
|||
Cash
(used in) provided by investing activities of discontinued
operations
|
(322
|
)
|
134
|
||||
Cash
used in Investing Activities
|
(5,401
|
)
|
(2,240
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Net
borrowings of revolving credit
|
4,452
|
1,297
|
|||||
Principal
repayments of long-term debt
|
(6,482
|
)
|
(1,208
|
)
|
|||
Proceeds
from issuance of stock
|
359
|
1,501
|
|||||
Repayment
of stock subscription receivable
|
27
|
¾
|
|||||
Cash
(used in) provided by financing activities of continuing
operations
|
(1,644
|
)
|
1,590
|
||||
Principal
repayment of long-term debt for discontinued operations
|
(204
|
)
|
(247
|
)
|
|||
Cash
(used in) provided by financing activities
|
(1,848
|
)
|
1,343
|
||||
(Decrease)
Increase in cash
|
(2,468
|
)
|
619
|
||||
Cash
at beginning of period
|
2,528
|
94
|
|||||
Cash
at end of period
|
$
|
60
|
$
|
713
|
|||
Supplemental
disclosure:
|
|||||||
Interest
paid
|
$
|
420
|
$
|
501
|
|||
Non-cash
investing and financing activities:
|
|||||||
Long-term
debt incurred for purchase of property and equipment
|
603
|
94
|
The
accompanying notes are an integral part of these consolidated financial
statements.
|
(Amounts
in thousands,
|
Common
Stock
|
|
|
Additional
Paid-
|
|
|
Loan
for
|
|
|
Accumulated
|
|
|
Total
Stockholders'
|
||||||
except
for share amounts)
|
Shares
|
|
|
Amount
|
|
|
In
Capital
|
|
|
Equity
|
|
|
Deficit
|
|
|
Equity
|
|||
Balance
at December 31, 2006
|
52,053,744
|
$
|
52
|
$
|
92,980
|
$
|
(79
|
)
|
$
|
(28,500
|
)
|
$
|
64,453
|
||||||
Net
Income
|
¾
|
¾
|
¾
|
¾
|
138
|
138
|
|||||||||||||
Issuance
of Common Stock for cash
|
|||||||||||||||||||
and
services
|
¾
|
¾
|
25
|
¾
|
¾
|
25
|
|||||||||||||
Issuance
of Common Stock upon
|
|||||||||||||||||||
exercise
of Warrants & Options
|
198,619
|
¾
|
359
|
¾
|
¾
|
359
|
|||||||||||||
Common
Stock Issuable in conjunction
|
|||||||||||||||||||
with
acquisition
|
¾
|
2,165
|
2,165
|
||||||||||||||||
Share
based compensation
|
¾
|
¾
|
162
|
¾
|
¾
|
162
|
|||||||||||||
Repayment
of stock subscription receivable
|
¾
|
¾
|
¾
|
27
|
¾
|
27
|
|||||||||||||
Balance
at June 30, 2007
|
52,252,363
|
$
|
52
|
$
|
95,691
|
$
|
(52
|
)
|
$
|
(28,362
|
)
|
$
|
67,329
|
1.
|
Basis
of Presentation
|
2.
|
Summary
of Significant Accounting
Policies
|
3.
|
Stock
Based Compensation
|
4.
|
Earnings
Per Share
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
||||||||||||
(Amounts
in thousands except per share amounts)
|
2007
|
|
2006
|
|
2007
|
|
2006
|
||||||
Earnings
per share from continuing operations
|
|||||||||||||
Income
from continuing operations
|
$
|
752
|
$
|
1,741
|
$
|
1,335
|
$
|
2,958
|
|||||
Preferred
stock dividends
|
¾
|
¾
|
¾
|
¾
|
|||||||||
Income
from continuing operations applicable to
|
752
|
1,741
|
1,335
|
2,958
|
|||||||||
Common
Stock
|
|||||||||||||
Effect
of dilutive securities:
|
|||||||||||||
Preferred
Stock dividends
|
¾
|
¾
|
¾
|
¾
|
|||||||||
Income-
diluted
|
$
|
752
|
$
|
1,741
|
$
|
1,335
|
$
|
2,958
|
|||||
Basic
income per share
|
$
|
.01
|
$
|
.04
|
$
|
.02
|
$
|
.06
|
|||||
Diluted
income per share
|
$
|
.01
|
$
|
.04
|
$
|
.02
|
$
|
.06
|
|||||
Earnings
per share from discontinued operations
|
|||||||||||||
Income
(loss) - basic and diluted
|
$
|
470
|
$
|
84
|
$
|
(1,197
|
)
|
$
|
(455
|
)
|
|||
Basic
income (loss) per share
|
$
|
.01
|
$
|
¾
|
$
|
(.02
|
)
|
$
|
(.01
|
)
|
|||
Diluted
income (loss) per share
|
$
|
.01
|
$
|
¾
|
$
|
(.02
|
)
|
$
|
(.01
|
)
|
|||
Weighted
average shares outstanding - basic
|
52,131
|
45,117
|
52,097
|
44,975
|
|||||||||
Potential
shares exercisable under stock option
|
|||||||||||||
plan
|
882
|
284
|
711
|
184
|
|||||||||
Potential
shares upon exercise of Warrants
|
588
|
979
|
525
|
646
|
|||||||||
Weighted
average shares outstanding - diluted
|
53,601
|
46,380
|
53,333
|
45,805
|
|||||||||
|
|
|
|
|
|||||||||
Potential
shares excluded from above weighted average share calculations
due to
their anti-dilutive effect include:
|
|||||||||||||
Upon
exercise of options
|
115
|
1,293
|
155
|
1,293
|
|||||||||
Upon
exercise of Warrants
|
¾
|
1,776
|
¾
|
1,776
|
5.
|
Long
Term Debt
|
(Amounts
in Thousands)
|
June
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 June 30, 2007), balance due in August 2008.
|
$
|
4,452
|
$
|
¾
|
|||
Term
Loan
dated December 22, 2000, payable in equal monthly
|
|||||||
installments
of principal of $83, balance due in August 2008, variable
|
|||||||
interest
paid monthly at prime rate plus 1% (9.25% at June 30,
2007).
|
5,000
|
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 June 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%
|
4,000
|
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 June 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%.
|
1,372
|
1,042
|
|||||
18,611
|
8,329
|
||||||
Less
current portion of long-term debt
|
4,080
|
2,092
|
|||||
Less
long-term debt related to assets held for sale
|
982
|
830
|
|||||
$
|
13,549
|
$
|
5,407
|
6.
|
Commitments
and Contingencies
|
7.
|
Discontinued
Operations
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
(Amounts
in Thousands)
|
June
30,
|
June
30,
|
|||||||||||
2007
|
|
2006
|
|
2007
|
|
2006
|
|||||||
Net
revenue
|
$
|
8,152
|
$
|
9,474
|
$
|
15,387
|
$
|
17,696
|
|||||
Operating
income (loss) from
|
|||||||||||||
discontinued
operations
|
$
|
470
|
$
|
84
|
$
|
(1,197
|
)
|
$
|
(455
|
)
|
|||
Income
tax provision
|
$
|
¾
|
$
|
¾
|
$
|
¾
|
$
|
¾
|
|||||
Income
(loss) from discontinued operations
|
$
|
470
|
$
|
84
|
$
|
(1,197
|
)
|
$
|
(455
|
)
|
(Amounts
in Thousands)
|
2007
|
|
2006
|
||||
Account
receivable, net
|
$
|
5,036
|
$
|
5,768
|
|||
Inventories
|
543
|
522
|
|||||
Other
assets
|
5,804
|
3,179
|
|||||
Property,
plant and equipment, net
|
13,194
|
13,281
|
|||||
Total
assets held for sale
|
$
|
24,577
|
$
|
22,750
|
|||
Account
payable
|
$
|
2,096
|
$
|
2,132
|
|||
Accrued
expenses and other liabilities
|
4,433
|
3,760
|
|||||
Deferred
revenue
|
¾
|
¾
|
|||||
Note
payable
|
982
|
830
|
|||||
Environmental
liabilities
|
1,094
|
1,094
|
|||||
Total
liabilities held for sale
|
$
|
8,605
|
$
|
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.
|
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
|
33,832
|
(4)
|
|
131,412
|
|||||||||||||||
Expenditures
for segment assets
|
496
|
2
|
498
|
10
|
508
|
|||||||||||||||||
Total
long-term debt
|
8,166
|
11
|
8,177
|
9,452
|
(5)
|
|
17,629
|
|||||||||||||||
Segment
Reporting for the Quarter Ended June 30, 2006
|
||||||||||||||||||||||
|
Nuclear
|
|
|
|
|
|
Engineering
|
|
|
Segments
Total
|
|
|
Corporate
(2)
|
|
|
|
|
|
Consolidated
Total
|
|||
Revenue
from external customers
|
$
|
13,106
|
(3)
|
|
$
|
934
|
$
|
14,040
|
$
|
¾
|
$
|
14,040
|
||||||||||
Intercompany
revenues
|
596
|
130
|
726
|
¾
|
726
|
|||||||||||||||||
Gross
profit
|
5,714
|
219
|
5,933
|
¾
|
5,933
|
|||||||||||||||||
Interest
income
|
¾
|
¾
|
¾
|
58
|
58
|
|||||||||||||||||
Interest
expense
|
123
|
¾
|
123
|
266
|
389
|
|||||||||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
48
|
48
|
|||||||||||||||||
Depreciation
and amortization
|
735
|
10
|
745
|
12
|
757
|
|||||||||||||||||
Segment
profit (loss)
|
3,375
|
60
|
3,435
|
(1,694
|
)
|
1,741
|
||||||||||||||||
Segment
assets(1)
|
64,593
|
2,483
|
67,076
|
32,468
|
(4)
|
|
99,544
|
|||||||||||||||
Expenditures
for segment assets
|
954
|
26
|
980
|
12
|
992
|
|||||||||||||||||
Total
long-term debt
|
2,562
|
19
|
2,581
|
9,744
|
(5)
|
|
12,325
|
|||||||||||||||
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
|
33,832
|
(4)
|
|
131,412
|
|||||||||||||||
Expenditures
for segment assets
|
1,849
|
13
|
1,862
|
13
|
1,875
|
|||||||||||||||||
Total
long-term debt
|
8,166
|
11
|
8,177
|
9,452
|
(5)
|
|
17,629
|
|||||||||||||||
Segment
Reporting for the Six Months Ended June 30, 2006
|
||||||||||||||||||||||
|
Nuclear
|
|
|
|
|
|
Engineering
|
|
|
Segments
Total
|
|
|
Corporate(2)
|
|
|
|
|
|
Consolidated
Total
|
|||
Revenue
from external customers
|
$
|
25,264
|
(3)
|
|
$
|
1,672
|
$
|
26,936
|
$
|
¾
|
$
|
26,936
|
||||||||||
Intercompany
revenues
|
1,269
|
240
|
1,509
|
¾
|
1,509
|
|||||||||||||||||
Gross
profit
|
10,535
|
451
|
10,986
|
¾
|
10,986
|
|||||||||||||||||
Interest
income
|
¾
|
¾
|
¾
|
89
|
89
|
|||||||||||||||||
Interest
expense
|
235
|
1
|
236
|
483
|
719
|
|||||||||||||||||
Interest
expense-financing fees
|
¾
|
¾
|
¾
|
96
|
96
|
|||||||||||||||||
Depreciation
and amortization
|
1,467
|
20
|
1,487
|
23
|
1,510
|
|||||||||||||||||
Segment
profit (loss)
|
6,082
|
151
|
6,233
|
(3,275
|
)
|
2,958
|
||||||||||||||||
Segment
assets(1)
|
64,593
|
2,483
|
67,076
|
32,468
|
(4)
|
|
99,544
|
|||||||||||||||
Expenditures
for segment assets
|
1,218
|
51
|
1,269
|
25
|
|
1,294
|
||||||||||||||||
Total
long-term debt
|
2,562
|
19
|
2,581
|
9,744
|
(5)
|
|
12,325
|
(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 six months ended June 30, 2007, which
total
$2,056,000 or 15.2% and $4,010,000 or 15.2% of total revenues,
respectively. LATA/Parallax revenues for same periods in 2006 were
$4,214,000 or 30.0% and $4,401,000 or 16.3%.
|
(4)
|
Amount
includes assets from our discontinued operations of $24,577,000 and
$24,191,000 as of June 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”):accredited shareholders.
|
(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 $0.3 million.
|
(Amounts
in thousands)
|
|
|||
Cash
|
$
|
2,300
|
||
Assumed
debt
|
9,412
|
|||
Installment
payments
|
2,500
|
|||
Stock
|
2,165
|
|||
Transaction
costs
|
290
|
|||
Total
consideration
|
$
|
16,667
|
(Amounts
in thousands)
|
|
|||
Current
assets
|
$
|
2,676
|
||
Property,
plant and equipment
|
13,978
|
|||
Goodwill
|
11,471
|
|||
Other
assets
|
409
|
|||
Total
assets acquired
|
28,534
|
|||
Current
liabilities
|
(4,927
|
)
|
||
Long-term
debt
|
(6,940
|
)
|
||
Total
liabilities assumed
|
(11,867
|
)
|
||
Net
assets acquired
|
$
|
16,667
|
(Amounts
in Thousands, Except Shares)
|
|||||||
Three
Months Ended June 30
|
|
||||||
|
|
(unaudited)
|
|
(unaudited)
|
|
||
|
|
2007
|
|
2006
|
|||
Revenue
|
$
|
16,144
|
$
|
17,382
|
|||
Net
Income (loss)
|
$
|
116
|
$
|
2,462
|
|||
Net
Income (loss) per share - basic
|
$
|
¾
|
$
|
.05
|
|||
Net
Income (loss) per share - diluted
|
$
|
¾
|
$
|
.05
|
|||
Weighted
average shares outstanding - basic
|
52,131
|
45,117
|
|||||
Weighted
average shares outstanding - diluted
|
53,601
|
46,380
|
|||||
|
Six
Months Ended June 30
|
||||||
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
|
|
|
2007
|
|
|
2006
|
|
Revenue
|
$
|
30,896
|
$
|
33,155
|
|||
Net
Income (loss)
|
$
|
757
|
$
|
3,482
|
|||
Net
Income (loss) per share - basic
|
$
|
.01
|
$
|
.08
|
|||
Net
Income (loss) per share - diluted
|
$
|
.01
|
$
|
.08
|
|||
Weighted
average shares outstanding - basic
|
52,097
|
44,975
|
|||||
Weighted
average shares outstanding - diluted
|
53,333
|
45,805
|
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
|
¾
|
¾
|
|||||||||||
Exercised
|
200,917
|
1.82
|
$
|
238,763
|
|||||||||
Forfeited
|
7,000
|
1.72
|
|||||||||||
Options
outstanding End of Period
|
2,608,833
|
1.86
|
4.9
|
$
|
3,145,530
|
||||||||
Options
Exercisable at June 30, 2007
|
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
|
|||||||
|
Shares
|
|
|
Weighted
Average Exercise Price
|
|
|
Weighted
Average Remaining Contractual Term
|
|
|
Aggregate
Intrinsic Value
|
|||
Options
outstanding January 1, 2006
|
2,546,750
|
$
|
1.79
|
||||||||||
Granted
|
978,000
|
1.86
|
|||||||||||
Exercised
|
252,000
|
1.14
|
$
|
—
|
|||||||||
Forfeited
|
24,500
|
1.92
|
|||||||||||
Options
outstanding End of Period
|
3,248,250
|
1.86
|
5.6
|
$
|
968,411
|
||||||||
Options
Exercisable at June 30, 2006
|
2,270,250
|
$
|
1.86
|
5.6
|
$
|
703,351
|
|||||||
Options
Vested and expected to be vested at June 30, 2006
|
3,198,204
|
$
|
1.92
|
5.3
|
$
|
954,898
|
|
Options
Outstanding
|
|
Options
Exercisable
|
||||||||||||||||
Description
and Range of Exercise Prices at June 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
|
1.3
|
$
|
1.25
|
9,000
|
1.3
|
$
|
1.25
|
|||||||||||
($1.25)
|
|||||||||||||||||||
Non-Qualified
Stock Option Plan
|
1,192,000
|
4.3
|
1.85
|
1,192,000
|
4.3
|
1.85
|
|||||||||||||
($1.25
- $2.19)
|
|||||||||||||||||||
2004
Stock Option Plan
|
918,000
|
4.9
|
1.83
|
300,166
|
5.2
|
1.78
|
|||||||||||||
($1.44
- $1.86)
|
|||||||||||||||||||
1992
Outside Director Stock Option Plan
|
165,000
|
3.4
|
2.05
|
165,000
|
3.4
|
2.05
|
|||||||||||||
($1.21880
- $2.98)
|
|||||||||||||||||||
2003
Outside Director Stock Option Plan
|
324,000
|
7.6
|
1.94
|
324,000
|
7.6
|
1.94
|
|||||||||||||
($1.70-
$2.15)
|
|||||||||||||||||||
|
Options
Outstanding
|
|
Options
Exercisable
|
||||||||||||||||
Description
and Range of Exercise Prices at June 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
|
17,000
|
2.3
|
$
|
1.25
|
17,000
|
2.3
|
$
|
1.25
|
|||||||||||
($1.25)
|
|||||||||||||||||||
Non-Qualified
Stock Option Plan
|
1,730,250
|
5.4
|
1.88
|
1,730,250
|
5.4
|
1.88
|
|||||||||||||
($1.00-
$2.19)
|
|||||||||||||||||||
2004
Stock Option Plan
|
1,067,000
|
5.9
|
1.82
|
89,000
|
8.3
|
1.44
|
|||||||||||||
($1.44
- $1.86)
|
|||||||||||||||||||
1992
Outside Director Stock Option Plan
|
200,000
|
3.9
|
2.00
|
200,000
|
3.9
|
2.00
|
|||||||||||||
($1.21880
- $2.98)
|
|||||||||||||||||||
2003
Outside Director Stock Option Plan
|
234,000
|
8.0
|
1.85
|
234,000
|
8.0
|
1.85
|
|||||||||||||
($1.70-
$1.99)
|
12.
|
Investment
|
13.
|
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 August 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;
|
·
|
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 in December 2007 from proceeds
from the sale of our Industrial Segment;
|
·
|
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;
|
·
|
our
ability to negotiate a final consent decree with the U.S Department
of
Justice with respect to the Dayton facility or the approval of such
consent decree by the appropriate assistant attorney
general;
|
·
|
the
process for formalizing the details of a settlement agreement (consent
decree) and meeting the DOJ/EPA official approval requirements (including
public notice and comment) is currently ongoing;
|
·
|
the
agreement in principle (“AIP”) states that PFD will pay a civil penalty of
$800,000; however, at this time, PFD expects the $800,000 will consist
of
as many as three components;
|
·
|
The
AIP does not address the citizen’s suit. We therefore, expect the
citizen’s suit to continue after settlement with the federal government is
finalized;
|
·
|
AIG
has agreed to reimburse PFD for reasonable defense costs of litigation
prior to its assumption of the defense in the sum of $2.5 million;
|
·
|
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;
|
·
|
the
balance of the reimbursement is currently expected to be received
during
the third quarter of 2007; and
|
·
|
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. 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 Form 10-K under “Special Notes Regarding
Forward-Looking Statements”.
|
Three
Months Ending June 30,
|
Six
Months Ending June 30,
|
||||||||||||||||||||||||
Consolidated | |||||||||||||||||||||||||
(amounts
in thousands)
|
2007
|
%
|
2006
|
%
|
2007
|
%
|
2006
|
%
|
|||||||||||||||||
Net
revenues
|
$
|
13,537
|
100.0
|
$
|
14,040
|
100.0
|
$
|
26,458
|
100.0
|
$
|
26,936
|
100.0
|
|||||||||||||
Cost
of goods sold
|
8,733
|
64.5
|
8,107
|
57.7
|
17,054
|
64.5
|
15,950
|
59.2
|
|||||||||||||||||
Gross
profit
|
4,804
|
35.5
|
5,933
|
42.3
|
9,404
|
35.5
|
10,986
|
40.8
|
|||||||||||||||||
Selling,
general and administrative
|
3,759
|
27.8
|
3,689
|
26.3
|
7,474
|
28.2
|
7,090
|
26.3
|
|||||||||||||||||
Loss
(gain) on disposal of property & equipment
|
2
|
―
|
―
|
―
|
2
|
―
|
1
|
―
|
|||||||||||||||||
Income
from operations
|
$
|
1,043
|
7.7
|
$
|
2,244
|
16.0
|
$
|
1,928
|
7.3
|
$
|
3,895
|
14.5
|
|||||||||||||
Interest
expense
|
$
|
(272
|
)
|
(2.0
|
)
|
$
|
(389
|
)
|
(2.8
|
)
|
$
|
(473
|
)
|
(1.8
|
)
|
$
|
(719
|
)
|
(2.7
|
)
|
|||||
Interest
expense-financing fees
|
(48
|
)
|
(.4
|
)
|
(48
|
)
|
(.3
|
)
|
(96
|
)
|
(.4
|
)
|
(96
|
)
|
(.4
|
)
|
|||||||||
Other
income (expense)
|
78
|
.6
|
58
|
.4
|
166
|
.6
|
89
|
.3
|
|||||||||||||||||
Income
from continuing operations
|
752
|
5.6
|
1,741
|
12.4
|
1,335
|
5.0
|
2,958
|
11.0
|
|||||||||||||||||
Preferred
Stock dividends
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
―
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|
%
Change
|
||||||||
Nuclear
|
|||||||||||||||||||
Government
waste
|
$
|
5,731
|
42.3
|
$
|
3,288
|
23.4
|
$
|
2,443
|
74.3
|
||||||||||
Hazardous/Non-hazardous
|
1,682
|
12.4
|
909
|
6.5
|
773
|
85.0
|
|||||||||||||
Other
nuclear waste
|
3,119
|
23.1
|
3,445
|
24.5
|
(326
|
)
|
(9.5
|
)
|
|||||||||||
Bechtel
Jacobs
|
417
|
3.1
|
1,250
|
8.9
|
(833
|
)
|
(66.6
|
)
|
|||||||||||
LATA/Parallax
|
2,056
|
15.2
|
4,214
|
30.0
|
(2,158
|
)
|
(51.2
|
)
|
|||||||||||
Total
|
13,005
|
96.1
|
13,106
|
93.3
|
(101
|
)
|
(0.8
|
)
|
|||||||||||
Engineering
|
532
|
3.9
|
934
|
6.7
|
(402
|
)
|
(43.0
|
)
|
|||||||||||
Total
|
$
|
13,537
|
100.0
|
$
|
14,040
|
100.0
|
$
|
(503
|
)
|
(3.6
|
)
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|
%
Change
|
||||||||
Nuclear
|
|||||||||||||||||||
Government
waste
|
$
|
9,540
|
36.1
|
$
|
8,106
|
30.1
|
$
|
1,434
|
17.7
|
||||||||||
Hazardous/Non-hazardous
|
3,168
|
12.0
|
1,709
|
6.4
|
1,459
|
85.4
|
|||||||||||||
Other
nuclear waste
|
7,818
|
29.5
|
7,785
|
28.9
|
33
|
0.4
|
|||||||||||||
Bechtel
Jacobs
|
813
|
3.0
|
3,263
|
12.1
|
(2,450
|
)
|
(75.1
|
)
|
|||||||||||
LATA/Parallax
|
4,010
|
15.2
|
4,401
|
16.3
|
(391
|
)
|
(8.9
|
)
|
|||||||||||
Total
|
25,349
|
95.8
|
25,264
|
93.8
|
85
|
0.3
|
|||||||||||||
Engineering
|
1,109
|
4.2
|
1,672
|
6.2
|
(563
|
)
|
(33.7
|
)
|
|||||||||||
Total
|
$
|
26,458
|
100.0
|
$
|
26,936
|
100.0
|
$
|
(478
|
)
|
(1.8
|
)
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|||||||
Nuclear
|
$
|
8,366
|
64.3
|
$
|
7,392
|
56.4
|
974
|
|||||||||
Engineering
|
367
|
69.0
|
715
|
76.6
|
(348
|
)
|
||||||||||
Total
|
$
|
8,733
|
65.3
|
$
|
8,107
|
57.7
|
626
|
(In
thousands)
|
2007
|
%
Revenue
|
2006
|
%
Revenue
|
Change
|
|||||||||||
Nuclear
|
$
|
16,279
|
64.2
|
$
|
14,729
|
58.3
|
1,550
|
|||||||||
Engineering
|
775
|
69.9
|
1,221
|
73.0
|
(446
|
)
|
||||||||||
Total
|
$
|
17,054
|
64.5
|
$
|
15,950
|
59.2
|
1,104
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|||||||
Nuclear
|
$
|
4,639
|
35.7
|
$
|
5,714
|
43.6
|
$
|
(1,075
|
)
|
|||||||
Engineering
|
165
|
31.0
|
219
|
23.4
|
(54
|
)
|
||||||||||
Total
|
$
|
4,804
|
35.5
|
$
|
5,933
|
42.3
|
$
|
(1,129
|
)
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|||||||
Nuclear
|
$
|
9,071
|
35.8
|
$
|
10,535
|
41.7
|
$
|
(1,464
|
)
|
|||||||
Engineering
|
333
|
30.0
|
451
|
27.0
|
(118
|
)
|
||||||||||
Total
|
$
|
9,404
|
70.8
|
$
|
10,986
|
40.8
|
$
|
(1,582
|
)
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|||||||
Administrative
|
$
|
1,459
|
¾
|
$
|
1,381
|
¾
|
$
|
78
|
||||||||
Nuclear
|
2,177
|
16.7
|
2,149
|
16.4
|
28
|
|||||||||||
Engineering
|
123
|
23.1
|
159
|
17.0
|
(36
|
)
|
||||||||||
Total
|
$
|
3,759
|
27.8
|
$
|
3,689
|
26.3
|
$
|
70
|
(In
thousands)
|
2007
|
|
%
Revenue
|
|
2006
|
|
%
Revenue
|
|
Change
|
|||||||
Administrative
|
$
|
2,804
|
¾
|
$
|
2,688
|
¾
|
$
|
116
|
||||||||
Nuclear
|
4,428
|
17.5
|
4,103
|
16.2
|
325
|
|||||||||||
Engineering
|
242
|
21.8
|
299
|
17.9
|
(57
|
)
|
||||||||||
Total
|
$
|
7,474
|
28.2
|
$
|
7,090
|
26.3
|
$
|
384
|
Three
Months
|
|
Six
Months
|
|||||||||||||||||
(In
thousands)
|
2007
|
|
2006
|
|
Change
|
|
2007
|
|
2006
|
|
Change
|
||||||||
PNC
interest
|
$
|
139
|
$
|
254
|
$
|
(115
|
)
|
$
|
247
|
$
|
450
|
$
|
(203
|
)
|
|||||
Other
|
133
|
135
|
(2
|
)
|
226
|
269
|
(43
|
)
|
|||||||||||
Total
|
$
|
272
|
$
|
389
|
$
|
(117
|
)
|
$
|
473
|
$
|
719
|
$
|
(246
|
)
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
(Amunts
in Thousands)
|
June
30,
|
June
30,
|
|||||||||||
2007
|
2006
|
2007
|
2006
|
||||||||||
Net
revenue
|
$
|
8,152
|
$
|
9,474
|
$
|
15,387
|
$
|
17,696
|
|||||
Operating
income (loss) from
|
|||||||||||||
discontinued
operations
|
$
|
470
|
$
|
84
|
$
|
(1,197
|
)
|
$
|
(455
|
)
|
|||
Income
tax provision
|
$
|
¾
|
$
|
¾
|
$
|
¾
|
$
|
¾
|
|||||
Income
(loss) from discontinued operations
|
$
|
470
|
$
|
84
|
$
|
(1,197
|
)
|
$
|
(455
|
)
|
(Amounts
in Thousands)
|
2007
|
|
2006
|
||||
Account
receivable, net
|
$
|
5,036
|
$
|
5,768
|
|||
Inventories
|
543
|
522
|
|||||
Other
assets
|
5,804
|
3,179
|
|||||
Property,
plant and equipment, net
|
13,194
|
13,281
|
|||||
Total
assets held for sale
|
$
|
24,577
|
$
|
22,750
|
|||
Account
payable
|
$
|
2,096
|
$
|
2,132
|
|||
Accrued
expenses and other liabilities
|
4,433
|
3,760
|
|||||
Deferred
revenue
|
¾
|
¾
|
|||||
Note
payable
|
982
|
830
|
|||||
Environmental
liabilities
|
1,094
|
1,094
|
|||||
Total
liabilities held for sale
|
$
|
8,605
|
$
|
7,816
|
(In
thousands)
|
2007
|
|||
Cash
provided by continuing operations
|
$
|
6,596
|
||
Cash
used by discontinued operations
|
(1,815
|
)
|
||
Cash
used in investing activities of continuing operations
|
(5,079
|
)
|
||
Cash
used in investing activities of discontinued operations
|
(322
|
)
|
||
Cash
provided by financing activities of continuing operations
|
(1,644
|
)
|
||
Principal
repayment of long-term debt for discontinued operations
|
(204
|
)
|
||
Decrease
in cash
|
$
|
(2,468
|
)
|
(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”):accredited shareholders.
|
(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 $0.3 million.
|
Payments
due by period
|
||||||||||||||||
Contractual
Obligations
|
Total
|
|
2007
|
|
2008
-
2010
|
|
2011
-
2012
|
|
After
2012
|
|||||||
Long-term
debt
|
$
|
18,611
|
$
|
2,514
|
$
|
15,074
|
$
|
1,021
|
$
|
2
|
||||||
Interest
on long-term debt (1)
|
3,005
|
—
|
2,936
|
69
|
—
|
|||||||||||
Interest
on variable rate debt (2)
|
1,116
|
704
|
412
|
¾
|
¾
|
|||||||||||
Operating
leases
|
3,742
|
879
|
2,196
|
627
|
40
|
|||||||||||
Finite
risk policy (3)
|
5,019
|
¾
|
3,011
|
2,008
|
¾
|
|||||||||||
Pension
withdrawal liability (4)
|
1,352
|
65
|
517
|
448
|
322
|
|||||||||||
Environmental
contingencies (5)
|
3,151
|
1,024
|
1,110
|
526
|
491
|
|||||||||||
Purchase
obligations (6)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||
Total
contractual obligations
|
$
|
35,996
|
$
|
5,186
|
$
|
25,256
|
$
|
4,699
|
$
|
855
|
(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 August 2008. In addition, we anticipate
a
full repayment of our Revolver by December 2007 from proceeds from
the
sale of our Industrial Segment. 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.
|
Current
Accrual
|
|
Long-term
Accrual
|
|
Total
|
||||||
PFD
|
$
|
270,000
|
$
|
451,000
|
$
|
721,000
|
||||
PFM
|
447,000
|
296,000
|
743,000
|
|||||||
PFSG
|
172,000
|
494,000
|
666,000
|
|||||||
PFTS
|
10,000
|
27,000
|
37,000
|
|||||||
PFMD
|
¾
|
391,000
|
391,000
|
|||||||
PFMI
|
486,000
|
107,000
|
593,000
|
|||||||
$
|
1,385,000
|
$
|
1,766,000
|
$
|
3,151,000
|
(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 are currently evaluating this control weakness
and
anticipate remediation of this control weakness in the third 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.
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
|
|
There
are no additional material legal proceedings pending against us and/or
our
subsidiaries not previously reported by us in Item 3 of our Form
10-K for
the year ended December 31, 2006, and Item 1, Part II, of our Form
10-Q
for the period ended March 31, 2007, which are incorporated herein
by
reference, except , as follows.
We
have previously reported that our subsidiary, PFD, is involved in
certain
legal proceedings with the DOJ, on behalf of the EPA, and sued under
the
citizen’s suit provision of the Clean Air Act in the United States
District Court for the Southern District of Ohio, Western District.
Allegations include failure to obtain Title V air permits for facility
operations, which if valid, could violate the Clean Air Act and other
applicable state statutes and regulations. The legal proceedings
further
allege that PFD failed to install appropriate air pollution control
equipment, conduct appropriate recordkeeping, properly monitor and
report,
and that air emissions from PFD’s facility injured persons, endangered the
health of the public and constituted a nuisance in violation of Ohio
law.
On
April 25, 2007, PFD reached an agreement in principle (“AIP”) with
DOJ/USEPA representatives to settle all of the United States’ claims. In
addition to taking specific actions to address relevant air pollution
control regulations and permit requirements, the AIP provides for
a civil
penalty of $800,000 to be paid by PFD. PFD expects the $800,000 may
consist of as many as three components: 1) cash payment to the appropriate
regulatory authority; 2) supplemental environmental project(s) consisting
of cash equivalent investment(s) in PFD’s facility and/or the local
community; and 3) supplemental environmental project(s) consisting
of one
or more capital projects. Completing a formal settlement agreement
(consent decree) and meeting the DOJ/EPA official approval requirements
(including public notice and comment) is ongoing. Cost estimates
associated with taking action to address air pollution control regulations
and permit requirements will depend on specific details of the consent
decree. Absent agreement on all terms and format of such a final
consent
decree is not reached, then the AIP will be null and void and no
party may
seek to enforce it. The AIP does not address the citizen’s suit. We
therefore, expect the citizen’s suit to continue after settlement with the
federal government is finalized. PFD continues to mount a vigorous
defense
against, and seek an acceptable resolution of, the claims and requests for
relief of the citizen’s group.
As
of June 30, 2007, we have incurred approximately $2.9 million in
costs in
vigorously defending against the lawsuits above. About $1.2 million
was
incurred in the first quarter of 2007. On April 12, 2007, our insurer,
American International Group (“AIG”), withdrew
its prior coverage denial and has agreed to defend and indemnify
PFD in
the above lawsuit described, subject to AIG’s reservation of rights as
discussed below.
AIG
has agreed to reimburse PFD for reasonable defense costs of litigation
prior to its assumption of the defense, but this agreement to defend
and
indemnify PFD 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 cost it has advanced if AIG later
determines that its policy provides no coverage. At this time, the
amount
of AIG’s reimbursement for legal and out of pocket defense costs incurred
to date is estimated to be $2.5 million, which AIG has agreed to
reimburse
and which we have recorded as a recovery within our discontinued
operations for the quarter ended June 30, 2007. Partial reimbursement
from
AIG of $750,000 was received on July 11, 2007. The balance of the
reimbursement is currently expected to be received during the third
quarter of 2007.
|
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 and Form 10-Q
for the
quarter ended March 31, 2007.
|
||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
|
In
connection with our acquisition of Nuvotec (n/k/a Perma-Fix Northwest,
Inc.) and its wholly owned subsidiary, PEcoS (n/k/a Perma-Fix Northwest
Richland, Inc.) which closed on June 13, 2007, pursuant to the terms
of
the Merger Agreement, dated April 27, 2007, which was subsequently
amended
on June 13, 2007, Perma-Fix has issued during July 2007, a total
of
709,207 shares of Perma-Fix common stock to 81 former shareholders
of
Nuvotec that qualified as accredited investors (as defined in Rule
501 of
Regulation D). The number of shares issued was 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. Each of the investors
in
the common stock represented to Perma-Fix that the investor is
"accredited" for purposes of Rule 501 of Regulation D. The issuance
of the
common stock was made in a private placement exempt from registration
under Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated
under the Act.
|
||
Item
5.
|
Other
Information
|
|
Letter
of Intent
On
May 18, 2007, our Board of Directors authorized management to consider
the
divestiture of all or a part of our Industrial Segment. On May 25,
2007,
we entered into a letter of intent to sell our Industrial Segment
to The
Environmental Quality Company (EQ), excluding our facility in Pittsburgh,
Pennsylvania, owned by our subsidiary, Perma-Fix of Pittsburgh, Inc.
(“PFP), and our facility in Detroit, Michigan, owned by our subsidiary,
Perma-Fix of Michigan, Inc. (“PFMI”), two facilities which have been
approved as discontinued operations by our Board of Directors effective
November, 8, 2005, and October 4, 2004, respectively. Subsequent
to
entering into the letter of intent with EQ, the EQ has advised us
that
they will be unable to proceed with the transaction as contemplated
by the
letter of intent. As a result, we are in the process of considering
additional offers that we have received to purchase all or portions
of our
Industrial Segment.
Related
Party Transaction
On
August 2, 2007, 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 issued 60,000 shares of our common stock 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 more fully discussed
under Item 1, “Legal
Proceedings”,
of Part II of this report. Issuance of these shares are subject to
Mr.
Reeder agreeing that the shares are issued in a private placement
exempt
from registration under Section 4(2) of the Act and/or Regulation
D
promulgated under the Act and that he will not sell or dispose of
such
shares except pursuant to an effective registration statement or
pursuant
to an exemption from registration.
|
Item
6.
|
Exhibits
|
|
(a)
|
Exhibits
|
4.1
|
Amendment
No. 6 to Revolving Credit, Term Loan and Security Agreement, dated
as of
June 12, 2007, between the Company and PNC Bank.
|
|
4.2
|
Amendment
No. 7 to Revolving Credit Term Loan and Security Agreement, dated
as of
July 18, 2007, between the Company and PNC Bank.
|
|
10.1
|
Agreement
and Plan of Merger dated April 27, 2007, by and among Perma-Fix
Environmental Services, Inc., Nuvotec USA, Inc., Pacific EcoSolutions,
Inc., and PESI Transitory, Inc., which is incorporated by reference
from
Exhibit 2.1 to the Company’s Form 8-K, filed May 3, 2007. The Company will
furnish supplementally a copy of any omitted exhibit or schedule
to the
Commission upon request.
|
|
10.2
|
First
Amendment to Agreement and Plan of Merger, dated June 13, 2007, by
and
among Perma-Fix Environmental Services, Inc., Nuvotec USA, Inc.,
Pacific
EcoSolutions, Inc., and PESI Transitory, Inc., which is incorporated
by
reference from Exhibit 2.2 to the Company’s Form 8-K, filed June 19, 2007.
The Company will furnish supplementally a copy of any omitted exhibit
or
schedule to the Commission upon request.
|
|
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:
August 13, 2007
|
By:
|
/s/
Dr. Louis F. Centofanti
|
Dr.
Louis F. Centofanti
Chairman
of the Board
Chief
Executive Officer
|
||
Date:
August 13, 2007
|
By:
|
/s/
Steven Baughman
|
Steven
Baughman
|
||
Vice
President and Chief Financial
Officer
|