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) March 19, 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   PESI   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 March 19, 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 March 19, 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 March 19, 2020, the Company issued a press release to report its financial results for the three and twelve months ended December 31, 2019. 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 March 17, 2020
  99.2   Press release dated March 19, 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: March 19, 2020   Vice President, Chief Financial Officer
and Chief Accounting Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Perma-Fix Schedules Fourth Quarter and Fiscal 2019 Conference Call

 

ATLANTA – March 17, 2019 — 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, March 19, 2020. The call will be available on the Company’s website at www.perma-fix.com, or by calling 844-369-8770 for U.S. callers, or +1 862-298-0840 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 March 26, 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: 33561.

 

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 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 three 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

[email protected]

+43 316 296 316

 

 

 

 

Exhibit 99.2

 

 

 

Perma-Fix Reports 88% Increase in Revenue to $22.1 Million

and $930,000 of Net Income Attributable to Common Stockholders

for the Fourth Quarter of 2019

 

ATLANTA – March 19, 2020 – Perma-Fix Environmental Services, Inc. (NASDAQ: PESI) (the “Company”) today announced results for the fourth quarter and full year ended December 31, 2019.

 

Fourth Quarter 2019 Financial Highlights:

 

  Revenue for the fourth quarter of 2019 increased 88.1% to $22.1 million versus $11.7 million for the same period last year
     
  Services Segment revenue for the fourth quarter of 2019 increased 341.0% to $11.8 million versus $2.7 million for the same period last year
     
  Treatment Segment revenue for the fourth quarter of 2019 increased 13.5% to $10.3 million versus $9.0 million for the same period last year
     
  Gross profit for the fourth quarter of 2019 increased to $4.7 million versus $1.3 million for the same period last year; gross profit for the fourth quarter of 2018 included $1.0 million of closure costs related to the East Tennessee Material and Energy Corporation (“M&EC”) facility
     
  Achieved net income attributable to common stockholders of $930,000, or $0.08 per share for the fourth quarter of 2019, compared to a loss of $2.4 million, or ($0.20) per share for the same period last year
     
  Generated adjusted EBITDA (defined below) of $1.7 million compared to a loss of $167,000 for the same period last year (see reconciliation to GAAP below)

 

Mark Duff, Chief Executive Officer, stated, “2019 was a transformative year for the Company, as we more closely aligned our nuclear services and waste treatment capabilities, which has allowed us to provide a truly unique and integrated offering for our customers. At the same time, we are realizing the benefits of our recently implemented strategic plan and business development initiatives. This is best illustrated by the fact we’ve been awarded over $65 million in new contracts since the beginning of 2019. We achieved this revenue growth despite the federal government’s continuing resolutions, which temporarily reduced spending. Moreover, we have increased our sales pipeline and our Services Segment backlog.”

 

“In respect to COVID-19, we have seen certain field projects temporarily suspended and waste shipments delayed into the second quarter. We continue to monitor the situation carefully, but believe we are well positioned to weather such disruptions given our current backlog and balance sheet. Most importantly, Perma-Fix is a safety driven organization, committed to our employees, and we will keep investors apprised of any developments.”

 

 
 

 

Financial Results

 

Revenue for the fourth quarter of 2019 was $22.1 million versus $11.7 million for the same period last year. Revenue from the Services Segment increased by $9.1 million to $11.8 million from $2.7 million for the same period in 2018. The increase in revenue within our Services Segment was primarily due to the awards of several contracts/task orders for project work since the latter part of the first quarter of 2019, the result of successful implementation of our strategic plan in winning contract bids. Revenue for the Treatment Segment increased approximately $1.3 million to $10.3 million in the fourth quarter of 2019 from $9.0 million for the corresponding period of 2018 primarily due to higher averaged price waste resulting from revenue mix.

 

Gross profit for the fourth quarter of 2019 was $4.7 million and $1.3 million for the fourth quarter of 2018. Gross profit for the fourth quarter of 2018 included additional closure costs recorded in the amount of approximately $1.0 million in connection with the closure of the Company’s M&EC facility.

 

Operating income for the fourth quarter of 2019 was $1.2 million versus an operating loss of $2.1 million for the fourth quarter of 2018. Net income from continuing operations for the fourth quarter of 2019 was approximately $1.0 million as compared to net loss from continuing operations of $2.4 million for the corresponding period of 2018. Net income attributable to common stockholders for the fourth quarter of 2019 was $930,000 as compared to net loss attributable to common stockholders of $2.4 million for the fourth quarter of 2018. Earnings per share (both basic and diluted) attributable to common stockholders was $0.08 for the fourth quarter of 2019 as compared to loss per share (both basic and diluted) of $0.20 for the corresponding period of 2018.

 

The Company’s Adjusted EBITDA at December 31, 2019 was approximately $5.2 million from continuing operations as compared to approximately $2.0 million for the corresponding period of 2018. 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, closure costs accrued for M&EC subsidiary and net gain on exchange offer of Series B Preferred Stock of M&EC. Both EBITDA and Adjusted EBITDA are not measures of performance calculated in accordance with Accounting Principles Generally Accepted 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 twelve months ended December 31, 2019 and 2018.

 

 
 

 

   Quarter Ended   Twelve Months Ended 
   December 31,   December 31, 
   (Unaudited)   (Unaudited) 
(In thousands)  2019   2018   2019   2018 
Income (loss) from continuing operations  $1,014   $(2,432)  $2,732   $(1,074)
                     
Adjustments:                    
Depreciation & amortization   373    360    1,342    1,455 
Interest income   (72)   (83)   (337)   (295)
Interest expense   139    74    432    251 
Interest expense - financing fees   69    10    208    38 
Income tax expense (benefit)   58    337    157    (936)
                     
EBITDA   1,581    (1,734)   4,534    (561)
                     
Research and development costs related to medical Isotope project   87    552    314    811 
Closure costs accrued for M&EC subsididary       1,015    330    3,323 
Net gain on exchange offe of Series B Preferred Stock of M&EC               (1,596)
                     
Adjusted EBITDA  $1,668   $(167)  $5,178   $1,977 

 

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

 

   Three Months Ended   Twelve Months Ended 
   December 31, 2019   December 31, 2019 
   (Unaudited)   (Unaudited) 
(In thousands)  Treatment   Services   Medical   Treatment   Services   Medical 
Net revenues  $10,285   $11,796   $   $40,364   $33,095   $ 
Gross profit (loss)   3,326    1,329        12,248    3,336     
Segment (loss) profit   2,189    478    (87)   7,820    795    (314)

 

   Three Months Ended   Twelve Months Ended 
   December 31, 2018   December 31, 2018 
   (Unaudited)   (Audited) 
(In thousands)  Treatment   Services   Medical   Treatment   Services   Medical 
Net revenues  $9,063   $2,675   $   $36,271   $13,268   $ 
Gross profit (loss)   1,331    (58)       7,197    1,264     
Segment (loss) profit   (62)   (563)   (552)   5,493    (756)   (811)

 

COVID-19

 

As a result of COVID-19, the Company has been informed that certain field projects for remediation work are being suspended until further notice due to precautions associated with the risk of potential virus spread among staff and client. Additionally, at this time, certain customers have delayed waste shipments to the Company into the second quarter of 2020 that were originally scheduled for the first quarter of 2020. In the event that work is suspended or halted on further remediation projects and/or waste shipments from our clients are further suspended or halted, such impact could have a material impact to our results of operation. Additionally, the Company may, among other things, temporarily cease/limit waste treatment operations and/or temporarily cease/limit field project operations due to COVID-19.

 

 
 

 

Conference Call

 

Perma-Fix will host a conference call at 11:00 a.m. ET on Thursday, March 19, 2020. The call will be available on the Company’s website at www.perma-fix.com, or by calling 844-369-8770 for U.S. callers, or +1 862-298-0840 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 March 26, 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: 33561.

 

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 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 three 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: well positioned to weather such disruptions given current backlog and balance sheet; temporarily cease/limit waste treatment operations and/or field project operations due to COVID-19; and suspend/delay project work and waste shipments by clients. 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; 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 the COVID-19; and the “Risk Factors” discussed in, and the additional factors referred to under “Special Note Regarding Forward-Looking Statements” of, our 2018 Form 10-K. 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

[email protected]

+43 316 296 316

 

 
 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Three Months Ended   Twelve Months Ended 
   December 31,   December 31, 
   2019   2018   2019   2018 
(Amounts in Thousands, Except for Per Share Amounts)  (Unaudited)   (Unaudited)   (Audited) 
                 
Net revenues  $22,081   $11,738   $73,459   $49,539 
Cost of goods sold   17,426    10,465    57,875    41,078 
Gross profit   4,655    1,273    15,584    8,461 
                     
Selling, general and administrative expenses   3,314    2,680    11,862    10,741 
Research and development   135    690    750    1,370 
(Gain) loss on disposal of property and equipment       (12)   3    (46)
Income (loss) from operations   1,206    (2,085)   2,969    (3,604)
                     
Other income (expense):                    
Interest income   72    83    337    295 
Interest expense   (139)   (74)   (432)   (251)
Interest expense-financing fees   (69)   (10)   (208)   (38)
Other   2    (9)   223    (8)
Net gain on exchange offer of Series B Preferred Stock of subsidiary               1,596 
Income (loss) from continuing operations before taxes   1,072    (2,095)   2,889    (2,010)
Income tax expense (benefit)   58    337    157    (936)
Income (loss) from continuing operations, net of taxes   1,014    (2,432)   2,732    (1,074)
                     
Loss from discontinued operations, net of taxes   (118)   (173)   (541)   (667)
Net income (loss)   896    (2,605)   2,191    (1,741)
                     
Net loss attributable to non-controlling interest   (34)   (218)   (124)   (320)
                     
Net income (loss) attributable to Perma-Fix Environmental Services, Inc. common stockholders  $930   $(2,387)  $2,315   $(1,421)
                     
Net income (loss) per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - basic and diluted:                    
Continuing operations  $.09   $(.19)  $.24   $(.06)
Discontinued operations   (.01)   (.01)   (.05)   (.06)
Net income (loss) per common share  $.08   $(.20)  $.19   $(.12)
                     
Number of common shares used in computing net (loss) income per share:                    
Basic   12,094    11,937    12,046    11,855 
Diluted   12,273    11,937    12,060    11,855 

 

 
 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   December 31,   December 31, 
(Amounts in Thousands, Except for Share and Per Share Amounts)  2019   2018 
         
ASSETS          
Current assets:          
Cash  $390   $810 
Account receivable, net of allowance for doubtful accounts of $487 and $105, respectively   13,178    7,735 
Unbilled receivables   7,984    3,105 
Other current assets   3,470    3,001 
Assets of discontinued operations included in current assets   104    107 
Total current assets   25,126    14,758 
           
Net property and equipment   16,576    15,739 
Property and equipment of discontinued operations   81    81 
           
Operating lease right-of-use assets   2,545     
           
Intangibles and other assets   22,151    26,746 
Other assets related to discontinued operations   36    118 
Total assets  $66,515   $57,442 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities  $24,106   $21,155 
Current liabilities related to discontinued operations   994    356 
Total current liabilities   25,100    21,511 
           
Long-term liabilities   11,935    8,835 
Long-term liabilities related to discontinued operations   244    963 
Total liabilities   37,279    31,309 
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, 12,123,520 and 11,944,215 shares issued, respectively; 12,115,878 and 11,936,573 shares outstanding, respectively   12    12 
Additional paid-in capital   108,457    107,548 
Accumulated deficit   (77,315)   (79,630)
Accumulated other comprehensive loss   (211)   (214)
Less Common Stock held in treasury, at cost: 7,642 shares   (88)   (88)
Total Perma-Fix Environmental Services, Inc. stockholders’ equity   30,855    27,628 
Non-controlling interest in subsidiary   (1,619)   (1,495)
Total stockholders’ equity   29,236    26,133 
           
Total liabilities and stockholders’ equity  $66,515   $57,442