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) November 5, 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 November 5, 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 October 30, 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 November 5, 2020, the Company issued a press release to report its financial results for the three and nine months ended September 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 October 30, 2020
99.2   Press release dated November 5, 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: November 5, 2020     Executive Vice President, Chief Financial Officer and Chief Accounting Officer

 

 

 

Exhibit 99.1

 

 

Perma-Fix Schedules Third Quarter 2020 Conference Call

 

ATLANTA – October 30, 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 Thursday, November 5, 2020. The call will be available on the Company’s website at www.perma-fix.com, or by calling 844-407-9500 for U.S. callers, or +1 862-298-0850 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 November 12, 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: 38509.

 

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 34% Increase in Revenue to $30.2 Million and
$1.4 Million of Net Income Attributable to Common Stockholders for the Third Quarter of 2020

 

ATLANTA – November 5, 2020 – Perma-Fix Environmental Services, Inc. (“Perma-Fix” or the “Company”) (NASDAQ: PESI) today announced results for the third quarter and nine months ended September 30, 2020.

 

Third Quarter 2020 Financial Highlights:

 

  Revenue for the third quarter of 2020 increased 33.9% to $30.2 million versus $22.5 million for the same period last year
     
  Services Segment revenue for the third quarter of 2020 increased 85.5% to $23.1 million versus $12.4 million for the same period last year
     
  Treatment Segment revenue for the third quarter of 2020 was $7.1 million versus $10.1 million for the same period last year
     
  Gross profit for the third quarter of 2020 was $4.8 million versus $5.2 million for the same period last year
     
  Achieved net income attributable to common stockholders of $1.4 million, or $0.12 per share (both basic and diluted) for the third quarter of 2020, compared to $1.8 million, or $0.15 per share (both basic and diluted) for the same period last year
     
  Generated adjusted EBITDA (defined below) of $2.0 million compared to $2.4 million for the same period last year (see reconciliation to GAAP below)

 

Mark Duff, President & CEO, stated, “We continue to experience growth within our Services Segment, as revenue nearly doubled versus the same period last year and we have maintained a solid sales pipeline. We also achieved profitability for the third quarter of 2020, which was accomplished despite delayed waste shipments within our Treatment Segment directly related to the impact of COVID-19 including generator shutdowns and limited sustained operations, as well as a transition to new prime contractors at certain U.S. Department of Energy (DOE) sites. Nevertheless, we believe these impacts are temporary, and we remain optimistic about our growth strategy for next year, as we pursue new and potentially lucrative waste streams, as well as broaden our client base, including both commercial and international business.”

 

COVID-19

 

The Company continues to make adjustments and implement additional precautions necessary to limit the impact of the COVID-19 pandemic on its ongoing operations. All of the projects within the Services Segment that were previously shutdown have recommenced since 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 continued impacts of COVID-19. 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 third quarter of 2020 was $30.2 million versus $22.5 million for the same period last year. Revenue from the Services Segment was $23.1 million versus $12.4 million for the same period in 2019. The increase in Services Segment revenues was attributed to more project work. Revenue for the Treatment Segment was $7.1 million for the third quarter of 2020, as compared to $10.1 million for the same period in 2019. The revenue decrease in the Treatment segment was the result of reduced volume as well as lower averaged price which is impacted by waste mix.

 

 
 

 

Gross profit for the third quarter of 2020 was $4.8 million versus $5.2 million for the third quarter of 2019. The decrease in gross profit was entirely within our Treatment Segment where gross profit decreased by approximately $2.2 million due to lower waste volume and lower averaged price waste as discussed above. Services Segment gross profit increased by approximately $1.8 million from more project work.

 

Operating income for the third quarter of 2020 was $1.3 million versus an operating income of $2.0 million for the third quarter of 2019. Net income attributable to common stockholders for the third quarter of 2020 was $1.4 million as compared to $1.8 million for the third quarter of 2019. Net income per common share (both basic and diluted) was $0.12 for the third quarter of 2020 versus $0.15 per common share for the third quarter of 2019.

 

The Company recorded Adjusted EBITDA of $2.0 million from continuing operations during the quarter ended September 30, 2020, as compared to Adjusted EBITDA of $2.4 million 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 the Company’s East Tennessee Materials and Energy Corporation (“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 from continuing operations for the three and nine months ended September 30, 2020 and 2019.

 

 
 

 

   (Unaudited)   (Unaudited) 
   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
(In thousands)  2020   2019   2020   2019 
Income from continuing operations  $1,481   $1,895   $3,049   $1,719 
                     
Adjustments:                    
Depreciation & amortization   478    328    1,189    968 
Interest income   (28)   (77)   (112)   (265)
Interest expense   87    99    306    293 
Interest expense - financing fees   58    69    187    139 
Income tax (benefit) expense   (133)   55    (128)   99 
Loss on extinguishment of debt           27     
                     
EBITDA   1,943    2,369    4,518    2,953 
                     
Research and development costs related to                    
Medical Isotope project   81    74    221    228 
Closure costs accrued for M&EC subsidiary               330 
                     
Adjusted EBITDA  $2,024   $2,443   $4,739   $3,511 

 

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

 

   Three Months Ended   Nine Months Ended 
   September 30, 2020   September 30, 2020 
   (Unaudited)   (Unaudited) 
(In thousands)  Treatment   Services   Medical   Treatment   Services   Medical 
Net revenues  $7,066   $23,106   $   $24,469   $52,610   $ 
Gross profit   1,094    3,656        5,533    7,167     
Segment profit (loss)   450    2,811    (81)   2,742    5,160    (221)

 

   Three Months Ended   Nine Months Ended 
   September 30, 2019   September 30, 2019 
   (Unaudited)   (Unaudited) 
(In thousands)  Treatment   Services   Medical   Treatment   Services   Medical 
Net revenues  $10,081   $12,454   $   $30,079   $21,299   $ 
Gross profit   3,338    1,819        8,921    2,008     
Segment profit (loss)    2,189    1,193    (74)   5,632    318    (228)

 

Conference Call

 

Perma-Fix will host a conference call at 11:00 a.m. ET on Thursday, November 5, 2020. The call will be available on the Company’s website at www.perma-fix.com, or by calling 844-407-9500 for U.S. callers, or +1 862-298-0850 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 November 12, 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: 38509.

 

 
 

 

About Perma-Fix Environmental Services

 

Perma-Fix Environmental Services, Inc. is a nuclear services company and 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 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.

 

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: growth strategy next year; sales pipeline; delayed waste shipments; and impact of the pandemic on the Company. 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; that Congress fails to provides continuing funding for the DOD’s and DOE’s remediation projects; inability 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 Forms 10-Q for quarters ended March 31, 2020, June 30, 2020 and September 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.

 

Please visit us on the World Wide Web at http://www.perma-fix.com.

 

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   Nine Months Ended 
   September 30,   September 30, 
(Amounts in Thousands, Except for Per Share Amounts)  2020   2019   2020   2019 
                 
Net revenues  $30,172   $22,535   $77,079   $51,378 
Cost of goods sold   25,422    17,378    64,379    40,449 
Gross profit   4,750    5,157    12,700    10,929 
                     
Selling, general and administrative expenses   3,308    2,945    8,935    8,548 
Research and development   157    165    598    615 
Loss on disposal of property and equipment       4    27    3 
Income from operations   1,285    2,043    3,140    1,763 
                     
Other income (expense):                    
Interest income   28    77    112    265 
Interest expense   (87)   (99)   (306)   (293)
Interest expense-financing fees   (58)   (69)   (187)   (139)
Other   180    (2)   189    222 
Loss on debt extinguishment of debt           (27)    
Income from continuing operations before taxes   1,348    1,950    2,921    1,818 
Income tax (benefit) expense   (133)   55    (128)   99 
Income from continuing operations, net of taxes   1,481    1,895    3,049    1,719 
                     
Loss from discontinued operations, net of taxes of $0   (67)   (156)   (266)   (424)
Net income   1,414    1,739    2,783    1,295 
                     
Net loss attributable to non-controlling interest   (32)   (29)   (87)   (90)
                     
Net income attributable to Perma-Fix Environmental                    
Services, Inc. common stockholders  $1,446   $1,768   $2,870   $1,385 
                     
Net income (loss) per common share attributable to Perma-Fix                    
Environmental Services, Inc. stockholders - basic:                    
Continuing operations  $.13   $.16   $.26   $.15 
Discontinued operations   (.01)   (.01)   (.02)   (.03)
Net income per common share  $.12   $.15   $.24   $.12 
                     
Net income (loss) per common share attributable to Perma-Fix                    
Environmental Services, Inc. stockholders - diluted:                    
Continuing operations  $.13   $.16   $.25   $.15 
Discontinued operations   (.01)   (.01)   (.02)   (.04)
Net income per common share  $.12   $.15   $.23   $.11 
                     
Number of common shares used in computing net income per share:                    
Basic   12,145    12,070    12,134    12,029 
Diluted   12,371    12,123    12,337    12,061 

 

 
 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

CONSOLIDATED BALANCE SHEET

 

   September 30,   December 31, 
   2020   2019 
(Amounts in Thousands, Except for Share and Per Share Amounts)  (Unaudited)   (Audited) 
         
ASSETS          
Current assets:          
Cash  $4,811   $390 
Account receivable, net of allowance for doubtful accounts of $432 and $487, respectively   13,442    13,178 
Unbilled receivables   14,366    7,984 
Other current assets   4,388    3,470 
Assets of discontinued operations included in current assets   17    104 
Total current assets   37,024    25,126 
           
Net property and equipment   17,896    16,576 
Property and equipment of discontinued operations   81    81 
           
Operating lease right-of-use assets   2,353    2,545 
           
Intangibles and other assets   22,127    22,151 
Other assets related to discontinued operations       36 
Total assets  $79,481   $66,515 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities  $29,085   $24,106 
Current liabilities related to discontinued operations   919    994 
Total current liabilities   30,004    25,100 
           
Long-term liabilities   16,915    11,935 
Long-term liabilities related to discontinued operations   250    244 
Total liabilities   47,169    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, 12,152,363 and 12,123,520 shares issued, respectively; 12,144,721 and 12,115,878 shares outstanding, respectively   12    12 
Additional paid-in capital   108,790    108,457 
Accumulated deficit   (74,445)   (77,315)
Accumulated other comprehensive loss   (251)   (211)
Less Common Stock held in treasury, at cost: 7,642 shares   (88)   (88)
Total Perma-Fix Environmental Services, Inc. stockholders’ equity   34,018    30,855 
Non-controlling interest in subsidiary   (1,706)   (1,619)
Total stockholders’ equity   32,312    29,236 
           
Total liabilities and stockholders’ equity  $79,481   $66,515