UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported) August 7, 2020

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

 

Delaware .   1-11596 .   58-1954497

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8302 Dunwoody Place, Suite 250, Atlanta, Georgia   30350
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (770) 587-9898

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of each exchange on which registered
Common Stock, Par Value, $.001 Per Share   PESI   NASDAQ Capital Markets
Preferred Stock Purchase Rights       NASDAQ Capital Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [  ]

 

 

 

 

 

 

Section 2 Financial Information

 

Item 2.02 Results of Operations and Financial Condition

 

On August 7, 2020 at 11:00 AM ET, Perma-Fix Environmental Services, Inc. (the “Company”) will hold a conference call broadcast live over the Internet. A press release dated August 4, 2020, announcing the conference is attached hereto as Exhibit 99.1. A transcript of the conference call will also be available on the Company’s web page at www.perma-fix.com.

 

On August 7, 2020, the Company issued a press release to report its financial results for the three and six months ended June 30, 2020. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

The information combined in this Item 2.02 of this Form 8-K and the Exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934 (as amended), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (as amended), except as shall be expressly set forth by specific reference in such filing.

 

Section 9 Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

  Exhibit Number   Description
  99.1   Press release dated August 4, 2020
  99.2   Press release dated August 7, 2020

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PERMA-FIX ENVIRONMENTAL SERVICES, INC.
     
  By: /s/ Ben Naccarato
    Ben Naccarato
Dated: August 7, 2020   Executive Vice President, Chief Financial Officer and Chief Accounting Officer

 

 

 

 

Exhibit 99.1

 

 

 

Perma-Fix Schedules Second Quarter 2020 Conference Call

 

ATLANTA – August 4, 2020 — Perma-Fix Environmental Services, Inc. (NASDAQ: PESI), a nuclear services company, today announced that it will host a conference call at 11:00 a.m. Eastern Time on Friday, August 7, 2020. The call will be available on the Company’s website at www.perma-fix.com, or by calling 877-407-0778 for U.S. callers, or +1 201-689-8565 for international callers. The conference call will be led by Mark J. Duff, Chief Executive Officer, Dr. Louis F. Centofanti, Executive Vice President of Strategic Initiatives, and Ben Naccarato, Executive Vice President and Chief Financial Officer of Perma-Fix Environmental Services, Inc.

 

A webcast will also be archived on the Company’s website and a telephone replay of the call will be available approximately one hour following the call, through 11:00 a.m. Eastern Time on August 14, 2020, and can be accessed by calling: 877-481-4010 for U.S. callers, or +1 919-882-2331 for international callers and entering conference ID: 36496.

 

About Perma-Fix Environmental Services

 

Perma-Fix Environmental Services, Inc. is a nuclear and waste management services company, and a leading provider of nuclear and mixed waste management services. The Company’s nuclear waste services include management and treatment of radioactive and mixed waste for hospitals, research labs and institutions, federal agencies, including the U.S Department of Energy (“DOE”), the U.S Department of Defense (“DOD”), and the commercial nuclear industry. The Company’s nuclear services group provides project management, waste management, environmental restoration, decontamination and decommissioning, new build construction, and radiological protection, safety and industrial hygiene capability to our clients. The Company operates four nuclear waste treatment facilities and provides nuclear services at DOE, DOD, and commercial facilities, nationwide. Please visit us at http://www.perma-fix.com.

 

Contacts:

David K. Waldman-US Investor Relations

Crescendo Communications, LLC

(212) 671-1021

 

Herbert Strauss-European Investor Relations

herbert@eu-ir.com

+43 316 296 316

 

 

 

 

Exhibit 99.2

 

 

 

Perma-Fix Reports 28.7% Revenue Growth and Positive Net Income

for the Second Quarter of 2020

 

Services Segment Revenue Doubles to $14.2 Million

 

ATLANTA – August 7, 2020 – Perma-Fix Environmental Services, Inc. (NASDAQ: PESI) (the “Company”) today announced financial results and provided a business update for the second quarter ended June 30, 2020.

 

Second quarter 2020 financial highlights:

 

  Revenue for the second quarter of 2020 increased by 28.7% to $22.0 million versus $17.1 million for the same period last year
  Services Segment revenue for the second quarter of 2020 increased by 101.8% to $14.2 million versus $7.0 million for the same period last year
  Treatment Segment revenue for the second quarter of 2020 was $7.8 million versus $10.1 million for the same period last year
  Gross profit for the second quarter of 2020 was $3.3 million versus $3.3 million for the second quarter of 2019
  Generated net income attributable to common stockholders of $204,000, or $0.02 per share (both basic and diluted) for the second quarter of 2020, compared to $289,000, or $0.02 per share (both basic and diluted) for the same period last year
  Achieved Adjusted EBITDA (defined below) of $847,000 compared to $1.0 million for the same period last year (see reconciliation to GAAP below)

 

Mark Duff, President and CEO of the Company, commented, “I am pleased to report that we doubled our Services Segment revenue versus the same period last year, despite the temporary shutdown of certain projects related to the COVID-19 pandemic. Nevertheless, most, but not all, of the projects within our Services Segment are back to normal operation and our sales pipeline is quite robust. As previously announced on July 20, our team, led by Jacobs, was one of just nine teams selected by the U.S. Department of Energy (DOE) Office of Environmental Management (EM) that are now eligible to compete for up to $3 billion in task orders, under a 10-year, multiple-award Indefinite Delivery/Indefinite Quantity (IDIQ) contract to provide nationwide Deactivation, Decommissioning and Removal (DD&R) of facilities, waste management and program support. Within our Treatment Segment, we experienced delays in waste shipments as certain customers were restricted or in full shelter in place mode for much of the quarter, due to the pandemic. Most of these customers have reopened, and as a result, we have seen a modest increase in receipts through July, with the potential, subject to the impact due to COVID-19, for further improvement during the third quarter.”

 

COVID-19

 

The Company continues to make adjustments and implement precautions necessary to limit the impact of the COVID-19 pandemic on its ongoing operations. Most projects within the Services Segment that were previously shutdown have recommenced in the latter part of the second quarter of 2020. The Company’s Treatment Segment continues to see delays in waste shipments from certain customers due to the planning time that is required to restart waste shipments as they return to work on-site. As the situations surrounding COVID-19 remain fluid, the full impact and extent of the pandemic on the Company’s financial results cannot be estimated with any degree of certainty.

 

 

 

 

Financial Results

 

Revenue for the second quarter of 2020 was approximately $22.0 million versus approximately $17.1 million for the same period last year. The increase was entirely within the Services Segment where revenue increased to $14.2 million for the three months ended June 30, 2020 from $7.0 million for the corresponding period of 2019 resulting from increased projects. The Services Segment experienced this increase in revenue despite shutdowns in certain projects that occurred in the latter part of the first quarter of 2020 due to the impact of COVID-19. Most of these projects did not recommence until the latter part of the second quarter of 2020. Revenue for the Treatment Segment was $7.8 million for the second quarter of 2020, as compared to $10.1 million for the same period in 2019. The decrease was primarily due to lower waste volume due to delays in waste shipments from certain customers resulting from the impact of COVID-19.

 

Gross profit for the second quarter of 2020 was $3.3 million versus $3.3 million for the second quarter of 2019. Gross profit for the second quarter of 2019 included additional closure costs recorded in the amount of approximately $165,000 as the Company finalized costs in connection with the closure of its East Tennessee Materials and Energy Corporation (M&EC) facility.

 

Operating income for the second quarter of 2020 was $405,000 versus operating income of $344,000 for the second quarter of 2019. Operating income for the second quarter of 2019 included the closure costs of $165,000 as discussed above. Net income attributable to common stockholders for the second quarter of 2020 (both basic and diluted) was $204,000 or $0.02 per share versus $289,000 or $0.02 per share (both basic and diluted) for the second quarter of 2019.

 

The Company reported Adjusted EBITDA of $847,000 from continuing operations for the quarter ended June 30, 2020, as compared to Adjusted EBITDA of $1.0 million from continuing operations for the same period of 2019. The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before research and development costs related to the Medical Isotope project and closure costs accrued for M&EC subsidiary. Both EBITDA and Adjusted EBITDA are not measures of performance calculated in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP), and should not be considered in isolation of, or as a substitute for, earnings as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. The Company believes the presentation of EBITDA and Adjusted EBITDA is relevant and useful by enhancing the readers’ ability to understand the Company’s operating performance. The Company’s management utilizes EBITDA and Adjusted EBITDA as a means to measure performance. The Company’s measurements of EBITDA and Adjusted EBITDA may not be comparable to similar titled measures reported by other companies. The table below reconciles EBITDA and Adjusted EBITDA, both non-GAAP measures, to GAAP numbers for income (loss) from continuing operations for the three and six months ended June 30, 2020 and 2019.

 

 

 

 

   (Unaudited)   (Unaudited) 
   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
(In thousands)  2020   2019   2020   2019 
Income (loss) from continuing operations  $260   $373   $1,568   $(177)
                     
Adjustments:                    
Depreciation & amortization   364    317    711    641 
Interest income   (28)   (107)   (84)   (188)
Interest expense   99    107    219    194 
Interest expense - financing fees   60    60    129    70 
Income tax (benefit) expense   (9)   6    5    45 
Loss on extinguishment of debt   27        27     
                     
EBITDA   773    756    2,575    585 
                     
Research and development costs related to Medical Isotope project   74    80    140    154 
Closure costs accrued for M&EC subsidiary       165        330 
                     
Adjusted EBITDA  $847   $1,001   $2,715   $1,069 

 

The tables below present certain unaudited financial information for the business segments, excluding allocation of corporate expenses:

 

   Three Months Ended   Six Months Ended 
   June 30, 2020   June 30, 2020 
   (Unaudited)  (Unaudited) 
(In thousands)  Treatment   Services   Medical   Treatment   Services   Medical 
Net revenues  $7,840   $14,207   $   $17,403   $29,504   $ 
Gross profit   1,695    1,615        4,440    3,510     
Segment profit (loss)   759    1,031    (74)   2,292    2,349    (140)

 

   Three Months Ended   Six Months Ended 
   June 30, 2019   June 30, 2019 
   (Unaudited)   (Unaudited) 
(In thousands)  Treatment   Services   Medical   Treatment   Services   Medical 
Net revenues  $10,094   $7,041   $   $19,999   $8,844   $ 
Gross profit   2,627    644        5,584    188     
Segment profit (loss)   1,605    137    (80)   3,442    (875)   (154)

 

Conference Call

 

Perma-Fix will host a conference call at 11:00 a.m. ET on Friday, August 7, 2020. The call will be available on the Company’s website at www.perma-fix.com, or by calling 877-407-0778 for U.S. callers, or +1 201-689-8565 for international callers. The conference call will be led by Mark J. Duff, Chief Executive Officer, Dr. Louis F. Centofanti, Executive Vice President of Strategic Initiatives, and Ben Naccarato, Executive Vice President and Chief Financial Officer of Perma-Fix Environmental Services, Inc.

 

A webcast will also be archived on the Company’s website and a telephone replay of the call will be available approximately one hour following the call, through 11:00 a.m. Eastern Time on August 14, 2020, and can be accessed by calling: 877-481-4010 for U.S. callers, or +1 919-882-2331 for international callers and entering conference ID: 36496.

 

 

 

 

About Perma-Fix Environmental Services

 

Perma-Fix Environmental Services, Inc. is a nuclear and waste management services company, and leading provider of nuclear and mixed waste management services. Its nuclear waste services include managing and treating radioactive and mixed waste for hospitals, research labs and institutions, federal agencies, including the DOE and Defense (“DOD”), and the commercial sector. The nuclear services group delivers project management and waste management, environmental restoration, decontamination and decommissioning, new build construction, and radiological protection, safety and industrial hygiene capability to clients. Perma-Fix operates four nuclear waste treatment facilities and provides nuclear services at DOE, DOD, and commercial facilities, nationwide.

 

Please visit us at http://www.perma-fix.com.

 

This press release contains “forward-looking statements” which are based largely on the Company’s expectations and are subject to various business risks and uncertainties, certain of which are beyond the Company’s control. Forward-looking statements generally are identifiable by use of the words such as “believe”, “expects”, “intends”, “anticipate”, “plans to”, “estimates”, “projects”, and similar expressions. Forward-looking statements include, but are not limited to: further improvement in waste shipment receipts and potential improvement during third quarter. These forward-looking statements are intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. While the Company believes the expectations reflected in this news release are reasonable, it can give no assurance such expectations will prove to be correct. There are a variety of factors which could cause future outcomes to differ materially from those described in this release, including, without limitation, future economic conditions; industry conditions; competitive pressures; our ability to apply and market our new technologies; the government or such other party to a contract granted to us fails to abide by or comply with the contract or to deliver waste as anticipated under the contract; inability to win bid projects; failure of Congress to provides continuing funding for the DOD’s and DOE’s remediation projects; ability to obtain new foreign and domestic remediation contracts; inability to meet financial covenants; impact of COVID-19; and the “Risk Factors” discussed in, and the additional factors referred to under “Special Note Regarding Forward-Looking Statements” of, our 2019 Form 10-K and Form 10-Q for quarters ended March 31, 2020 and June 30, 2020. The Company makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that bear upon forward-looking statements.

 

FINANCIAL TABLES FOLLOW

 

Contacts:

 

David K. Waldman-US Investor Relations

Crescendo Communications, LLC

(212) 671-1021

 

Herbert Strauss-European Investor Relations

herbert@eu-ir.com

+43 316 296 316

 

 

 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   Three Months Ended   Six Months Ended 
   June 30,  June 30,
(Amounts in Thousands, Except for Per Share Amounts)  2020   2019   2020   2019 
                 
Net revenues  $22,047   $17,135   $46,907   $28,843 
Cost of goods sold   18,737    13,864    38,957    23,071 
Gross profit   3,310    3,271    7,950    5,772 
                     
Selling, general and administrative expenses   2,700    2,705    5,627    5,603 
Research and development   209    223    441    450 
(Gain) loss on disposal of property and equipment   (4)   (1)   27    (1)
Income (loss) from operations   405    344    1,855    (280)
                     
Other income (expense):                    
Interest income   28    107    84    188 
Interest expense   (99)   (107)   (219)   (194)
Interest expense-financing fees   (60)   (60)   (129)   (70)
Other   4    95    9    224 
Loss on extinguishment of debt   (27)       (27)    
Income (loss) from continuing operations before taxes   251    379    1,573    (132)
Income tax (benefit) expense   (9)   6    5    45 
Income (loss) from continuing operations, net of taxes   260    373    1,568    (177)
                     
Loss from discontinued operations (net of taxes of $0)   (85)   (115)   (199)   (267)
Net income (loss)   175    258    1,369    (444)
                     
Net loss attributable to non-controlling interest   (29)   (31)   (55)   (61)
                     
Net income (loss) attributable to Perma-Fix Environmental Services, Inc. common stockholders  $204   $289   $1,424   $(383)
                     
Net income (loss) per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - basic and diluted:                    
Continuing operations  $.02   $.03   $.13   $(.01)
Discontinued operations       (.01)   (.01)   (.02)
Net income (loss) per common share  $.02   $.02   $.12   $(.03)
                     
Number of common shares used in computing                    
net income (loss) per share:                    
Basic   12,135    12,054    12,129    12,008 
Diluted   12,286    12,122    12,320    12,008 

 

 

 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

 

   June 30,   December 31, 
   2020   2019 
(Amounts in Thousands, Except for Share and Per Share Amounts)  (Unaudited)   (Audited) 
         
ASSETS          
Current assets:          
Cash  $5,630   $390 
Account receivable, net of allowance for doubtful accounts of $426 and $487, respectively   10,806    13,178 
Unbilled receivables   11,069    7,984 
Other current assets   3,309    3,470 
Assets of discontinued operations included in current assets   124    104 
Total current assets   30,938    25,126 
           
Net property and equipment   17,442    16,576 
Property and equipment of discontinued operations   81    81 
           
Operating lease right-of-use assets   2,419    2,545 
           
Intangibles and other assets   21,992    22,151 
Other assets related to discontinued operations       36 
Total assets  $72,872   $66,515 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities  $24,696   $24,106 
Current liabilities related to discontinued operations   928    994 
Total current liabilities   25,624    25,100 
           
Long-term liabilities   16,244    11,935 
Long-term liabilities related to discontinued operations   248    244 
Total liabilities   42,116    37,279 
Commitments and Contingencies          
Stockholders’ equity:          
Preferred Stock, $.001 par value; 2,000,000 shares authorized, no shares issued and outstanding        
Common Stock, $.001 par value; 30,000,000 shares authorized, 12,142,771 and 12,123,520 shares issued, respectively; 12,135,129 and 12,115,878 shares outstanding, respectively   12    12 
Additional paid-in capital   108,659    108,457 
Accumulated deficit   (75,891)   (77,315)
Accumulated other comprehensive loss   (262)   (211)
Less Common Stock held in treasury, at cost: 7,642 shares   (88)   (88)
Total Perma-Fix Environmental Services, Inc. stockholders’ equity   32,430    30,855 
Non-controlling interest in subsidiary   (1,674)   (1,619)
Total stockholders’ equity   30,756    29,236 
           
Total liabilities and stockholders’ equity  $72,872   $66,515