-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NLUC2DaJxq8GpM9bsKgBt5L/ziS2EJ1EbCCPz/u+FF5nnoLEJCqPQqlw5kOfCmA3 wRTOKnsAyNhiTTWSWSpd/A== 0000891092-03-003135.txt : 20031104 0000891092-03-003135.hdr.sgml : 20031104 20031104094542 ACCESSION NUMBER: 0000891092-03-003135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031104 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERMA FIX ENVIRONMENTAL SERVICES INC CENTRAL INDEX KEY: 0000891532 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 581954497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11596 FILM NUMBER: 03974628 BUSINESS ADDRESS: STREET 1: 1940 NORTHWEST 67TH PLACE STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 BUSINESS PHONE: 3523734200 MAIL ADDRESS: STREET 1: 1940 NW 67TH PL STREET 2: SUITE A CITY: GAINESVILLE STATE: FL ZIP: 32653 8-K 1 e16109_8k.txt FORM 8-K 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 4, 2003 PERMA-FIX ENVIRONMENTAL SERVICES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-11596 58-1954497 - ------------------ ---------------- ------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 1940 N.W. 67th Place, Suite A, Gainesville, Florida 32653 - --------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (352) 373-4200 Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. Exhibits (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press release dated November 4, 2003 99.2 Press release dated October 27, 2003 Item 12. Results of Operations and Financial Condition. On November 4, 2003, Perma-Fix Environmental Services, Inc. (the "Company") issued a press release to report its financial results for the quarter ended September 30, 2003. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On November 4, 2003, at 11:00 a.m. EST, the Company will hold a conference call broadcast live over the Internet. A press release dated October 27, 2003, announcing the conference call, is attached hereto as Exhibit 99.2 and is incorporated herein by reference. A transcript of the conference call will also be available on the Company's web page at www.perma-fix.com. The information in this Form 8-K and the Exhibits attached hereto are being furnished under Item 12 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. 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/ Richard T. Kelecy ---------------------------------- Richard T. Kelecy Dated: November 4, 2003 Chief Financial Officer EX-99.1 3 e16109ex99_1.txt PRESS RELEASE Exhibit 99.1 Perma-Fix Reports Record Revenue and Net Income for the Third Quarter; Net Income Increases 167 Percent ATLANTA, Nov. 4 /PRNewswire-FirstCall/ -- Perma-Fix Environmental Services, Inc. (Nasdaq: PESI; BSE) (Germany: PES.BE) today announced revenues of $25.5 million for the quarter ended September 30, 2003, compared with revenues of $24.2 million for the quarter ended September 30, 2002. Net income for the quarter was approximately $4.0 million, or $.12 per share, compared with net income of $1.5 million, or $.04 per share for the quarter ended September 30, 2002. Results reflect a change in accounting estimate within the nuclear segment, whereby the percentage of completion methodology for revenue recognition was refined. The impact of the new accounting estimate was a deferral of approximately $3.8 million in revenue and $1.0 million in net income or $.03 per share for the quarter. The change in estimate had no impact on cash flow. The increase in revenues for the quarter ended September 30, 2003, is due to an increase in the industrial segment revenues of approximately $2.3 million, to $12.2 million, compared with the same period of 2002. Revenue in the nuclear segment declined $1.1 million, to $12.5 million, from the same period last year, reflecting the change in accounting estimates. For the nine months ended September 30, 2003, consolidated revenues increased to $64.9 million from $63.2 million for the period ended September 30, 2002. Net income for the nine months was $2.3 million, or $.07 per share, compared with net income of $2.2 million, or $.07 per share for the same period in 2002. Dr. Louis F. Centofanti, Chairman and Chief Executive Officer, commented, "We experienced a significant improvement in earnings, which we attribute to top-line growth, coupled with careful management of our expenses. Importantly, our industrial segment showed continued improvement and our nuclear services segment is back on track following the Department of Energy's lockdowns earlier this year. In fact, the nuclear revenues for the quarter would have exceeded the prior year, if not for the change in accounting estimate. In September our facilities received especially strong shipments of mixed waste, accounting for the increase in our accounts receivable, as well as contributing to revenue and cash flow in the fourth quarter. These strong results reinforce the need for investors to measure our performance on an annual versus a quarterly basis." Dr. Centofanti continued, "We remain optimistic about the long-term growth opportunities. We are beginning to explore strategic opportunities that may enable us to improve the flow of mixed waste to our facilities. More importantly, we have barely scratched the surface of the untapped multi- billion dollar mixed waste market. Additionally, we are continuing to pursue emerging opportunities to treat chemical-weapon by-products with our new biological water-treatment process." Perma-Fix Environmental Services, Inc. is a national environmental services company, providing unique mixed waste and industrial waste management services. The Company has increased its focus on the nuclear services segment, which provides radioactive and mixed waste treatment services to hospitals, research laboratories and institutions, numerous federal agencies including the Departments of Energy and Defense and nuclear utilities. The industrial services segment provides hazardous and non-hazardous waste treatment services for a diverse group of customers including Fortune 500 companies, numerous federal, state and local agencies and thousands of smaller clients. The Company operates nine major waste treatment facilities across the country. 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 include, but are not limited to, long-term growth opportunities and the improvement of the flow of mixed waste to our facilities. 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, the ability of the company to successfully apply its technologies and successfully treat mixed waste, the DOE's failure to abide by or comply with the Oak Ridge contracts or to deliver waste as anticipated. 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 . Perma-Fix Environmental Services, Inc. Consolidated Statements of Operations (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, (Amounts in Thousands, 2003 2002 2003 2002 Except for Per Share Amounts) Net revenues $25,463 $24,232 $64,890 $63,168 Cost of goods sold 15,223 16,988 45,071 44,835 Gross profit 10,240 7,244 19,819 18,333 Selling, general and administrative expenses 4,971 4,422 14,137 12,697 Income from operations 5,269 2,822 5,682 5,636 Other income (expense): Interest income 2 4 7 13 Interest expense (744) (723) (2,137) (2,150) Interest expense- financing fees (256) (262) (814) (779) Other (198) (285) (253) (366) Net income 4,073 1,556 2,485 2,354 Preferred Stock dividends (48) (48) (142) (111) Net income applicable to Common Stock $4,025 $1,508 $2,343 $2,243 Net income per common share: Basic $.12 $.04 $.07 $.07 Diluted $.11 $.04 $.06 $.06 Number of shares and potential common shares used in net income per common share: Basic 34,885 34,275 34,764 34,181 Diluted 38,247 42,617 39,089 42,992 PERMA-FIX ENVIRONMENTAL SERVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2003 December 31, (Unaudited) 2002 ASSETS Current assets: Cash $194 $212 Restricted cash 20 20 Accounts receivable, net of allowance for doubtful accounts of $1,200 and $1,212 27,236 21,820 Prepaid expenses and other 4,230 3,517 Total current assets 31,680 25,569 Net property and equipment 53,778 49,925 Permits, net 16,666 20,759 Goodwill, net 6,216 6,525 Finite Risk Sinking Fund 1,234 -- Other assets 4,875 3,047 Total assets $114,449 $105,825 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $8,604 $9,759 Accrued expenses and unearned revenue 15,553 11,706 Current portion of long-term debt 3,118 3,373 Total current liabilities 27,275 24,838 Other long-term liabilities 8,070 7,975 Long-term debt, less current portion 29,492 27,142 Total long-term liabilities 37,562 35,117 Total liabilities 64,837 59,955 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, 2,500 shares issued and outstanding -- -- Common Stock, $.001 par value; 75,000,000 shares authorized, 36,274,209 and 35,326,734 shares issued, including 988,000 shares held as treasury stock, respectively 36 35 Additional paid-in capital 68,142 66,799 Accumulated deficit (17,829) (20,172) Interest rate swap (160) (215) 50,189 46,447 Less Common Stock in treasury at cost; 988,000 shares (1,862) (1,862) Total stockholders' equity 48,327 44,585 Total liabilities and stockholders' equity $114,449 $105,825 SOURCE Perma-Fix Environmental Services, Inc. -0- 11/04/2003 /CONTACT: Dr. Louis F. Centofanti, Chairman and CEO of Perma-Fix Environmental Services, +1-404-847-9990; or David Waldman or John Nesbett, both of Lippert-Heilshorn & Associates, +1-212-838-3777, or email, dwaldman@lhai.com; or European investor relations, Herbert Strauss, +011-43-316-296-316, or email herbert@eu-ir.com, all for Perma-Fix Environmental Services/ /Web site: http://www.perma-fix.com / (PESI) CO: Perma-Fix Environmental Services, Inc. ST: Georgia IN: ENV SU: ERN EX-99.2 4 e16109ex99_2.txt PRESS RELEASE Exhibit 99.2 Perma-Fix Environmental Services, Inc. Announces Release of Third Quarter Earnings and Invites You to Join Its Conference Call ATLANTA, Oct. 27 /PRNewswire-FirstCall/ -- Perma-Fix Environmental Services, Inc. (Nasdaq: PESI; BSE) (Germany: PES.BE) today announced that it will release third quarter earnings on the morning of Tuesday, November 4, 2003. In conjunction with the Company's third quarter earnings release, you are invited to listen to its conference call that will be broadcast live over the Internet, or to participate directly in the conference call at the numbers noted below. The conference call will be held on Tuesday, November 4, 2003, at 11:00 a.m. EST with Dr. Louis F. Centofanti, Chairman and CEO, and Richard T. Kelecy, Vice President and CFO, of Perma-Fix Environmental Services, Inc. What: Perma-Fix Presents Third Quarter Earnings When: Tuesday, November 4, at 11:00 a.m. EST Where: http://www.firstcallevents.com/service/ajwz392642452gf12.html How: Live over the Internet -- Simply log on to the web at the address above Contact: Richard T. Kelecy 352-395-1351 To participate in the conference call please dial-in: U.S. Calls 1-877-461-2814 International Calls 1-416-695-6120 Perma-Fix Environmental Services, Inc. is a national environmental services company, providing unique mixed waste and industrial waste management services. The Company has increased its focus on the nuclear services segment, which provides radioactive and mixed waste treatment services to hospitals, research laboratories and institutions, numerous federal agencies including the Departments of Energy and Defense and nuclear utilities. The industrial services segment provides hazardous and non-hazardous waste treatment services for a diverse group of customers including Fortune 500 companies, numerous federal, state and local agencies and thousands of smaller clients. The Company operates nine major waste treatment facilities across the country. Please visit us on the World Wide Web at http://www.perma-fix.com. SOURCE Perma-Fix Environmental Services, Inc. -0- 10/27/2003 /CONTACT: Dr. Louis F. Centofanti, Chairman and CEO of Perma-Fix Environmental Services, +1-404-847- 9990; or David Waldman or John Nesbett, both of Lippert-Heilshorn & Associates, +1-212-838-3777, or email, dwaldman@lhai.com; or European investor relations, Herbert Strauss, +011-43-316-296-316, or email herbert@eu-ir.com, all for Perma-Fix Environmental Services/ /Web site: http://www.perma-fix.com / (PESI) CO: Perma-Fix Environmental Services, Inc. ST: Georgia IN: ENV SU: CCA -----END PRIVACY-ENHANCED MESSAGE-----