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, 2010       

Or

¨
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 x    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes ¨    No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer,” “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer ¨        Accelerated Filer x        Non-accelerated Filer ¨        Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨    No x

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 3, 2010
Common Stock, $.001 Par Value
 
54,993,907
   
shares of registrant’s
   
Common Stock
 


 
 

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.

INDEX

     
Page No.
PART I        FINANCIAL INFORMATION   
       
 
Item 1.
Condensed Financial Statements
 
       
   
Consolidated Balance Sheets - June 30, 2010 (unaudited) and December 31, 2009
1
       
   
Consolidated Statements of Operations - Three and Six Months Ended June 30, 2010 (unaudited) and 2009 (unaudited)
3
       
   
Consolidated Statements of Cash Flows - Six Months Ended June 30, 2010 (unaudited) and 2009 (unaudited)
4
       
   
Consolidated Statement of Stockholders' Equity -Six Months Ended June 30, 2010 (unaudited)
5
       
   
Notes to Consolidated Financial Statements
6
       
 
Item 2.
Management's Discussion and Analysis ofFinancial Condition and Results of Operations
21
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
44
       
 
Item 4.
Controls and Procedures
44
       
PART II       OTHER INFORMATION   
       
 
Item 1.
Legal Proceedings
45
       
 
Item 1A.
Risk Factors
46
       
 
Item 6.
Exhibits
46
 
 
 

 

PART I - FINANCIAL INFORMATION
ITEM 1. – Financial Statements

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Consolidated Balance Sheets

   
June 30,
2010
   
December 31,
 
(Amount in Thousands, Except for Share Amounts)
 
(Unaudited)
   
2009
 
             
ASSETS
           
Current assets:
           
Cash
  $ 68     $ 141  
Restricted cash
    55       55  
Accounts receivable, net of allowance for doubtful accounts of $304 and $296, respectively
    10,078       13,141  
Unbilled receivables - current
    8,166       9,858  
Inventories
    565       351  
Prepaid and other assets
    2,028       3,097  
Deferred tax assets - current
    707       1,856  
Current assets related to discontinued operations
    109       174  
Total current assets
    21,776       28,673  
                 
Property and equipment:
               
Buildings and land
    27,131       27,098  
Equipment
    33,000       31,757  
Vehicles
    649       650  
Leasehold improvements
    11,506       11,455  
Office furniture and equipment
    1,905       1,933  
Construction-in-progress
    1,400       1,275  
      75,591       74,168  
Less accumulated depreciation and amortization
    (30,710 )     (28,441 )
Net property and equipment
    44,881       45,727  
                 
Property and equipment related to discontinued operations
    637       651  
                 
Intangibles and other long term assets:
               
Permits
    18,068       18,079  
Goodwill
    15,330       12,352  
Unbilled receivables – non-current
    2,619       2,502  
Finite Risk Sinking Fund
    17,396       15,480  
Deferred tax asset, net of liabilities
    208       272  
Other assets
    2,293       2,339  
Total assets
  $ 123,208     $ 126,075  

The accompanying notes are an integral part of these consolidated financial statements.

 
1

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Consolidated Balance Sheets, Continued

   
June 30,
2010
   
December 31,
 
(Amount in Thousands, Except for Share Amounts)
 
(Unaudited)
   
2009
 
             
LIABILITIES AND STOCKHOLDERS' EQUITY
           
Current liabilities:
           
Accounts payable
  $ 4,097     $ 4,927  
Current environmental accrual
    75       25  
Accrued expenses
    9,180       6,478  
Disposal/transportation accrual
    2,275       2,761  
Unearned revenue
    3,034       8,949  
Current liabilities related to discontinued operations
    740       993  
Current portion of long-term debt
    3,038       3,050  
Total current liabilities
    22,439       27,183  
                 
Environmental accruals
    1,497       785  
Accrued closure costs
    12,114       12,031  
Other long-term liabilities
    578       508  
Long-term liabilities related to discontinued operations
    1,336       1,433  
Long-term debt, less current portion
    7,563       9,331  
Total long-term liabilities
    23,088       24,088  
                 
Total liabilities
    45,527       51,271  
                 
Commitments and Contingencies
               
                 
Preferred Stock of subsidiary, $1.00 par value; 1,467,396 shares authorized, 1,284,730 shares issued and outstanding, liquidation value $1.00 per share
    1,285       1,285  
                 
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,55,032,117 and 54,628,904 shares issued, respectively; 54,993,907 and 54,628,904 outstanding, respectively
    55       55  
Additional paid-in capital
    100,523       99,641  
Accumulated deficit
    (24,094 )     (26,177 )
      76,484       73,519  
Less Common Stock in treasury at cost: 38,210 and 0 shares, respectively
    (88 )     ¾  
                 
Total stockholders' equity
    76,396       73,519  
                 
Total liabilities and stockholders' equity
  $ 123,208     $ 126,075  

The accompanying notes are an integral part of these consolidated financial statements.

 
2

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
(Amounts in Thousands, Except for Per Share Amounts)
 
2010
   
2009
   
2010
   
2009
 
                         
Net revenues
  $ 28,096     $ 23,698     $ 53,955     $ 45,700  
Cost of goods sold
    21,356       18,244       41,876       35,675  
Gross profit
    6,740       5,454       12,079       10,025  
                                 
Selling, general and administrative expenses
    3,829       3,889       7,653       7,707  
Loss (gain) on disposal of property and equipment
    ¾       ¾       2       (12 )
Income from operations
    2,911       1,565       4,424       2,330  
                                 
Other income (expense):
                               
Interest income
    16       41       37       93  
Interest expense
    (208 )     (468 )     (427 )     (1,015 )
Interest expense-financing fees
    (103 )     (63 )     (206 )     (76 )
Other
    ¾       9       5       10  
Income from continuing operations before taxes
    2,616       1,084       3,833       1,342  
Income tax expense
    1,101       91       1,537       100  
Income from continuing operations
    1,515       993       2,296       1,242  
                                 
(Loss) income from discontinued operations, net of taxes
    (69 )     (242 )     (213 )     57  
Net income applicable to Common Stockholders
  $ 1,446     $ 751     $ 2,083     $ 1,299  
                                 
Net income (loss) per common share – basic
                               
Continuing operations
  $ .03     $ .02     $ .04     $ .02  
Discontinued operations
    ¾       (.01 )     ¾       ¾  
Net income per common share
  $ .03     $ .01     $ .04     $ .02  
                                 
Net income (loss) per common share – diluted
                               
Continuing operations
  $ .03     $ .02     $ .04     $ .02  
Discontinued operations
    ¾       (.01 )     ¾       ¾  
Net income per common share
  $ .03     $ .01     $ .04     $ .02  
                                 
Number of common shares used in computing net income (loss) per share:
                               
Basic
    54,991       54,124       54,843       54,053  
Diluted
    55,124       54,537       55,012       54,189  

The accompanying notes are an integral part of these consolidated financial statements.

 
3

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

   
Six Months Ended
June 30,
 
(Amounts in Thousands)
 
2010
   
2009
 
Cash flows from operating activities:
           
Net income
  $ 2,083     $ 1,299  
Less: (loss) income on discontinued operations
    (213 )     57  
                 
Income from continuing operations
    2,296       1,242  
Adjustments to reconcile net income to cash provided by operations:
               
Depreciation and amortization
    2,349       2,381  
Non-cash financing costs
    167       49  
Deferred taxes
    1,213        
Provision for bad debt and other reserves
    29       212  
Loss (gain) on disposal of plant, property and equipment
    2       (12 )
Issuance of common stock for services
    120       129  
Share based compensation
    165       224  
Changes in operating assets and liabilities of continuing operations, net of effect from business acquisitions:
               
Accounts receivable
    3,034       168  
Unbilled receivables
    1,575       2,896  
Prepaid expenses, inventories and other assets
    1,063       297  
Accounts payable, accrued expenses and unearned revenue
    (7,435 )     (9,100 )
Cash provided by (used in) continuing operations
    4,578       (1,514 )
Cash used in discontinued operations
    (520 )     (448 )
Cash provided by (used in) operating activities
    4,058       (1,962 )
                 
Cash flows from investing activities:
               
Purchases of property and equipment
    (1,467 )     (552 )
Proceeds from sale of plant, property and equipment
          12  
Payment to finite risk sinking fund
    (1,916 )     (2,738 )
Cash used in investing activities of continuing operations
    (3,383 )     (3,278 )
Cash provided by discontinued operations
    37       11  
Net cash used in investing activities
    (3,346 )     (3,267 )
                 
Cash flows from financing activities:
               
Net borrowing of revolving credit
    2       3,691  
Principal repayments of long term debt
    (1,949 )     (1,514 )
Proceeds from issuance of long term debt
          2,982  
Proceeds from issuance of stock
    509        
Proceeds from finite risk financing
    653        
Cash (used in) provided by financing activities of continuing operations
    (785 )     5,159  
                 
Decrease in cash
    (73 )     (70 )
Cash at beginning of period
    141       129  
Cash at end of period
  $ 68     $ 59  
                 
Supplemental disclosure:
               
Interest paid, net of amounts capitalized
  $ 544     $ 3,628  
Income taxes paid
    400       57  
Non-cash investing and financing activities:
               
Long-term debt incurred for purchase of property and equipment
           
Issuance of Common Stock for debt
          476  
Issuance of Warrants for debt
          190  

The accompanying notes are an integral part of these consolidated financial statements.

 
4

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited, for the six months ended June 30, 2010)

               
Additional
   
Common
         
Total
 
(Amounts in thousands,
 
Common Stock
   
Paid-In
   
Stock Held In
   
Accumulated
   
Stockholders'
 
except for share amounts)
 
Shares
   
Amount
   
Capital
   
Treasury
   
Deficit
   
Equity
 
Balance at December 31, 2009
    54,628,904     $ 55     $ 99,641    
$
¾     $ (26,177 )   $ 73,519  
                                                 
Net income
    ¾       ¾       ¾       ¾       2,083       2,083  
Issuance of Common Stock upon exercise of Options
    350,000       ¾       597       ¾       ¾       597  
Payment of Option exercise by Common Stock shares
    ¾       ¾       ¾       (88 )     ¾       (88 )
Issuance of Common Stock for services
    53,213       ¾       120       ¾       ¾       120  
Stock-Based Compensation
    ¾       ¾       165       ¾       ¾       165  
Balance at June 30, 2010
    55,032,117     $ 55     $ 100,523     $ (88 )   $ (24,094 )   $ 76,396  

The accompanying notes are an integral part of these consolidated financial statements.

 
5

 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2010
(Unaudited)

Reference is made herein to the notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009.

1.
Basis of Presentation

The consolidated financial statements included herein have been prepared by the Company (which may be referred to as we, us or our), without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading.  Further, the consolidated financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods indicated.  The results of operations for the six months ended June 30, 2010, are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2010.

These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2009 (“2009 Form 10-K”).

As previously disclosed in our 2009 Form 10-K, our Perma-Fix of Memphis, Inc. (“PFM”) facility was reclassified back into discontinued operations from continuing operations during the fourth quarter of 2009, in accordance with ASC360, “Property, Plant, and Equipment”. Accordingly, the accompanying condensed financial statements have been restated for all periods presented to reflect the reclassification of PFM as discontinued operations.  (See “Note 8 – Discontinued Operations” for additional information regarding PFM).

2.
Summary of Significant Accounting Policies

Recently Adopted Accounting Pronouncements
In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) No. 2009-13, “Revenue Recognition (Topic 605): Multiple Deliverable Revenue Arrangements – A Consensus of the FASB Emerging Issues Task Force.”  This update provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. ASU 2009-13 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted.  ASU No. 2009-13 did not materially impact our operations, financial position, and disclosure requirement.

 
6

 

On February 24, 2010, the FASB issued ASU No. 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements”, which remove the requirement for a Securities and Exchange Commission (“SEC”) filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements.  Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP.  The FASB also clarified that if the financial statements have been revised, then an entity that is not an SEC filer should disclose both the date that the financial statements were issued or available to be issued and the date the revised financial statements were issued or available to be issued.  The FASB believes these amendments remove potential conflicts with the SEC’s literature.  All of the amendments in the ASU were effective upon issuance except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.  ASU No. 2010-09 did not materially impact our operations, financial position, and disclosure requirement.

In April 2010, the FASB issued ASU 2010-17, “Revenue Recognition Milestone Methods (Topic 605)”.  This update provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions.  Research or development arrangements frequently include payment provisions whereby a portion or all of the consideration is contingent upon the achievement of milestone events. An entity may only recognize consideration that is contingent upon the achievement of a milestone in its entirety in the period the milestone is achieved only if the milestone meets certain criteria. This guidance is effective prospectively for milestones achieved in fiscal years beginning on or after June 15, 2010.  ASU 2010-17 did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standards
In January 2010, the FASB issued ASU 2010-6, “Improving Disclosures About Fair Value Measurements”, which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair- value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010.  We do not expect ASU 2010-6 to have a material impact on our consolidated financial statements.

Reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation.

3.
Stock Based Compensation

We follow FASB ASC 718, “Compensation – Stock Compensation” (“ASC 718”) to account for stock-based compensation.  ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.

The Company has certain stock option plans under which it awards incentive and non-qualified stock options to employees, officers, and outside directors.  Stock options granted to employees have either a ten year contractual term with one fifth yearly vesting over a five year period or a six year contractual term with one third yearly vesting over a three year period.  Stock options granted to outside directors have a ten year contractual term with vesting period of six months.

As of June 30, 2010, we had 2,010,525 employee stock options outstanding, of which 1,386,858 are vested.  The weighted average exercise price of the 1,386,858 outstanding and fully vested employee stock option is $1.98 with a remaining weighted contractual life of 2.40 years.  Additionally, we had 694,000 outstanding and fully vested director stock options with a weighted average exercise price and remaining contractual life of $2.29 and 5.50 years, respectively.

No option was granted during the six months ended June 30, 2010.  During the six months ended June 30, 2009, an aggregate 145,000 Incentive Stock Options (“ISOs”) were granted in the first quarter of 2009 to certain employees of the Company which allows for the purchase of 145,000 Common Stock from the Company’s 2004 Stock Option Plan.  The option grants were for a contractual term of six years with vesting period over a three year period at one-third increments per year.  The exercise price of the options granted was $1.42 per share which was based on our closing stock price on the date of grant.

7

 
The Company estimates fair value of stock options using the Black-Scholes valuation model.  Assumptions used to estimate the fair value of stock options granted include the exercise price of the award, the expected term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual dividend yield.  The fair value of the options granted during the six months of 2009 noted above and the related assumptions used in the Black-Scholes option pricing model used to value the options granted as of June 30, 2009 were as follows.

   
Employee Stock Options Granted
as of June 30, 2009
 
Weighted-average fair value per share
 
$.76
 
Risk -free interest rate (1)
 
2.07% - 2.40%
 
Expected volatility of stock (2)
 
59.16% - 60.38%
 
Dividend yield
 
None
 
Expected option life (3)
 
4.6 years - 5.8 years
 

(1)  The risk-free interest rate is based on the U.S. Treasury yield in effect at the grant date over the expected term of the option.

(2)  The expected volatility is based on historical volatility from our traded Common Stock over the expected term of the option.

(3)  The expected option life is based on historical exercises and post-vesting data.

The following table summarizes stock-based compensation recognized for the three and six months ended June 30, 2010 and 2009 for our employee and director stock options.

   
Three Months Ended
   
Six Months Ended
 
Stock Options
 
June 30,
   
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Employee Stock Options
  $ 79,000     $ 89,000     $ 138,000     $ 194,000  
Director Stock Options
    ¾       ¾       27,000       30,000  
Total
  $ 79,000     $ 89,000     $ 165,000     $ 224,000  

We recognized stock-based compensation expense using a straight-line amortization method over the requisite period, which is the vesting period of the stock option grant.  ASC 718 requires that stock based compensation expense be based on options that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  We have generally estimated forfeiture rate based on historical trends of actual forfeitures.  When actual forfeitures vary from our estimates, we recognize the difference in compensation expense in the period the actual forfeitures occur or when options vest.  As of June 30, 2010, we have approximately $375,000 of total unrecognized compensation cost related to unvested options, of which $162,000 is expected to be recognized in remaining 2010, $202,000 in 2011, and $11,000 in 2012.

 
8

 

4.
Capital Stock, Stock Plans, and Warrants

During the six months ended June 30, 2010, we issued an aggregate of 350,000 shares of our Common Stock upon exercise of 350,000 employee stock options, at exercise prices ranging from $1.25 to $2.19.  An employee used 38,210 shares of personally held Company Common Stock as payment for the exercise of 70,000 options to purchase 70,000 shares of the Company’s Common Stock at $1.25 per share, as permitted under the 1993 Non-Qualified Stock Option Plan.  The 38,210 shares are held as treasury stock.  The cost of the 38,210 shares was determined to be approximately $88,000 in accordance with the Plan.  As of June 30, 2010, we received $509,000 in total proceeds from stock option exercise.  During the six months ended June 30, 2010, we also issued 53,213 shares of our Common Stock under our 2003 Outside Directors Stock Plan to our outside directors as compensation for serving on our Board of Directors, of which 27,707 shares were issued in the second quarter of 2010.  We pay each of our outside directors $2,167 monthly in fees for serving as a member of our Board of Directors.  The Audit Committee Chairman receives an additional monthly fee of $1,833 due to the position’s additional responsibility.  In addition, each board member is paid $1,000 for each board meeting attendance as well as $500 for each telephonic conference call.  As a member of the Board of Directors, each director elects to receive either 65% or 100% of the director’s fee in shares of our Common Stock based on 75% of the fair market value of our Common Stock determined on the business day immediately preceding the date that the quarterly fee is due.  The balance of each director’s fee, if any, is payable in cash.

The summary of the Company’s total Plans as of June 30, 2010 as compared to June 30, 2009, and changes during the period then ended are presented as follows:

   
Shares
   
Weighted
Average
Exercise
Price
   
Weighted
Average
Remaining
Contractual
Term
   
Aggregate
Intrinsic
Value
 
Options outstanding Janury 1, 2010
    3,109,525     $ 2.05              
Granted
 
   
             
Exercised
    (350,000 )     1.70           $ 223,000  
Forfeited
    (55,000 )     2.17                
Options outstanding End of Period (1)
    2,704,525       2.09       3.6     $ 28,450  
Options Exercisable at June 30, 2010 (1)
    2,080,858     $ 2.08       3.4     $ 13,250  
Options Vested and expected to be vested at June 30, 2010
    2,666,742     $ 2.09       3.6     $ 28,450  

   
Shares
   
Weighted
Average
Exercise
Price
   
Weighted
Average
Remaining
Contractual
Term
   
Aggregate
Intrinsic
Value
 
Options outstanding Janury 1, 2009
    3,417,347     $ 2.03              
Granted
    145,000       1.42              
Exercised