-----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, KLAYlkvdQbUFYx45yGypTIrQ5yfm6e3gFDjJkXy+fJPSU8adAVNrPf9U7gJ45ltp nc9AQn4sg1VJ+W5Z+SPG3A== 0000891092-04-002119.txt : 20040430 0000891092-04-002119.hdr.sgml : 20040430 20040430094010 ACCESSION NUMBER: 0000891092-04-002119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040430 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040430 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: 04767540 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 e17720_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) April 30, 2004 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 5. Other Events We recently discovered that our Tulsa, Oklahoma subsidiary, which has a permit to treat and store hazardous waste in certain areas of its facility, had been improperly accepting and storing a substantial amount of hazardous and non-hazardous waste in violation of certain environmental laws in areas not permitted to accept and/or to store hazardous and non-hazardous waste. We voluntarily reported this matter to the appropriate Oklahoma state authorities and have removed this waste to permitted treatment, storage and/or disposal facilities. We are working with the Oklahoma authorities to provide the information requested by the Oklahoma authorities as to this matter. As of the date of this report, we have not been notified by the Oklahoma authorities as to what action or actions, if any, the Oklahoma authorities will take against our subsidiary as a result of this improper acceptance and storage of waste. The Oklahoma authorities could assert monetary fines or penalties or take other action against our subsidiary (including, but not limited to, loss of permits), which may have a material adverse effect on us. Item 7. Exhibits (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press release dated April 28, 2004 99.2 Press release dated April 30, 2004 Item 12. Results of Operations and Financial Condition. On April 30, 2004, at 11:00 a.m. EST, Perma-Fix Environmental Services, Inc. (the "Company") will hold a conference call broadcast live over the Internet. A press release dated April 28, 2004, announcing the conference call, is attached hereto as Exhibit 99.1 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. On April 30, 2004, the Company issued a press release to report its financial results for the quarter ended March 31, 2004. The press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information combined in this Item 12 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. 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: April 30, 2004 Chief Financial Officer EX-99.1 2 e17720ex99_1.txt PRESS RELEASE - APRIL 28, 2004 Exhibit 99.1 Perma-Fix Environmental Services, Inc. Announces Release of First Quarter Earnings and Invites You to Join Its Conference Call ATLANTA, April 28 /PRNewswire-FirstCall/ -- Perma-Fix Environmental Services, Inc. (Nasdaq: PESI; Boston) (Germany: PES.BE) today announced that it will release first quarter earnings on the morning of Friday, April 30, 2004. In conjunction with the Company's first 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 Friday, April 30, 2004, at 11:00 a.m. EDT 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 First Quarter 2004 Operating Results When: Friday, April 30, 2004, at 11:00 a.m. EDT Where: http://www.firstcallevents.com/service/ajwz405619242gf12.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 1-877-888-3490 International Calls 416-695-5261 Perma-Fix Environmental Services, Inc. is a national environmental services company, providing unique mixed waste and industrial waste management services. The industrial 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 nuclear segment 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 Company operates eleven 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- 04/28/2004 /CONTACT: Dr. Louis F. Centofanti, Chairman and CEO, Perma-Fix Environmental Services, Inc., +1-404-847-9990; or David Waldman or John Heilshorn, both of Lippert Heilshorn & Associates, +1-212-838-3777, or dwaldman@lhai.com; or Herbert Strauss - European investor relations, +011-43-316-296-316, or herbert@eu-ir.com, all for Perma-Fix/ /Web site: http://www.perma-fix.com / /Audio: http://www.firstcallevents.com/service/ajwz405619242gf12.html / (PESI) CO: Perma-Fix Enviornmental Services, Inc. ST: Georgia IN: ENV UTI SU: CCA MAV EX-99.2 3 e17720ex99_2.txt PRESS RELEASE Exhibit 99.2 Perma-Fix Announces First Quarter Results ATLANTA, April 30 /PRNewswire-FirstCall/ -- Perma-Fix Environmental Services, Inc. (Nasdaq: PESI; BSE: PESI; Germany: PES.BE) today announced financial results for the first quarter ended March 31, 2004. Revenues for the first quarter were $17.5 million compared to $19.5 million for the same period in 2003. Net loss applicable to common stock for the quarter was $2.0 million, or $.06 per share, compared to net loss applicable to common stock of $431,000, or $.01 per share, for the same period in 2003. The first quarter of fiscal 2004 included $506,000 in revenue resulting from the acquisition of certain assets of USL Environmental Services, Inc. d/b/a A&A Environmental ("A&A") of Baltimore, Md. and US Liquids of Pennsylvania, Inc. d/b/a EMAX ("EMAX") of Pittsburgh, Pa. The first quarter of fiscal 2003 included $560,000 in revenue from the Company's Newport Hydrolysate Project with the Army. Results for the quarter reflect a 13.0% increase in revenue of the Nuclear Segment and a 29.1% decrease in revenue of the Industrial Segment. The decrease in the Industrial Segment was largely attributable to the recent restructuring, in which the company eliminated low-margin, high volume services, and reduced its dependence on outside broker disposal services. Also affecting the quarter was the exaggerated seasonal slowdown in the first quarter, coupled with the ongoing disruption of our Michigan facility resulting from a fire in the fourth quarter of 2003, and a reduction in government revenue within our Industrial Segment, due in part to the expiration of one of our contracts. Dr. Louis F. Centofanti, Chairman and CEO, commented, "During the quarter, we achieved a number of important developments, including the acquisition of certain assets of A&A and EMAX. The acquisition enables us to expand the Industrial Segment's presence within one of its most consistent and profitable markets. Moreover, our Nuclear Segment continues to grow, and we are working on several strategic initiatives to not only treat -- but also characterize and handle radioactive and mixed waste, which should ultimately improve the flow of waste into our facilities." Dr. Centofanti continued, "We are disappointed with the Industrial Segment's results for the quarter, which are largely due to a number of short- term factors, as noted above. However, we are encouraged by the progress of the restructuring process, the quality of our new management team, and the refocus of the Segment from not only a sales perspective, but also cost control and logistic efficiencies. Our strategy is beginning to pay-off, as illustrated by the recent contract award from a leading North-American home- improvement retail chain. The reconstruction of the Michigan facility is in progress and when completed later this year should dramatically improve the throughput and efficiency of this facility." During the quarter, the Company completed a private placement of the Company's common stock and warrants to purchase common stock, for net proceeds of $9.9 million, which strengthened the Company's balance sheet and helped fund the above acquisition. The Company intends to use a portion of the proceeds to pay down higher interest debt, which will reduce interest expenses. Perma-Fix Environmental Services, Inc. is a national environmental services company, providing unique mixed waste and industrial waste management services. The Industrial 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 Nuclear Segment 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 Company operates eleven 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, the information concerning possible or assumed future results of operations of the Company, continued growth in the Nuclear Segment, expansion of the Industrial Segment's presence within our most consistent and profitable markets, to successfully complete the strategic initiatives and improve the flow of waste into our facilities and the dramatic improvement in throughput and efficiency of the Michigan facility upon reconstruction. 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, neither the government nor any party which has granted the Company a material contract terminates their contract prior to expiration of the term of the contract, and the DOE's failure to abide by or comply with its 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. FINANCIAL TABLE FOLLOWS PERMA-FIX ENVIRONMENTAL SERVICES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended March 31, (Amounts in Thousands, Except for Per Share Amounts) 2004 2003 Net revenues $17,469 $19,518 Cost of goods sold 13,908 14,457 Gross profit 3,561 5,061 Selling, general and administrative expenses 4,390 4,380 Income (loss) from operations (829) 681 Other income (expense): Interest income 1 2 Interest expense (670) (702) Interest expense-financing fees (256) (301) Other (244) (65) Net loss (1,998) (385) Preferred Stock dividends (47) (46) Net loss applicable to Common Stock $(2,045) $(431) Net loss per common share: Basic $(.06) $(.01) Diluted $(.06) $(.01) Number of shares and potential common shares used in net loss per common share: Basic 37,040 34,605 Diluted 37,040 34,605 PERMA-FIX ENVIRONMENTAL SERVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in Thousands, Except for Share Amounts) March 31, December 31, 2004 2003 (Unaudited) ASSETS Current assets: Cash $517 $411 Restricted cash 61 30 Accounts receivable, net of allowance for doubtful accounts of $863 and $703 23,526 24,622 Prepaid expenses and other 3,756 3,318 Total current assets 27,860 28,381 Net property and equipment 54,971 53,069 Permits 16,680 16,680 Goodwill 6,216 6,216 Finite Risk Sinking Fund 2,225 1,234 Other assets 4,377 4,635 Total assets $112,329 $110,215 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $7,553 $6,359 Accrued expenses and other 14,713 14,967 Current portion of long-term debt 2,570 2,896 Total current liabilities 24,836 24,222 Other long-term liabilities 8,686 8,074 Long-term debt, less current portion 18,281 26,192 Total long-term liabilities 26,967 34,266 Total liabilities 51,803 58,488 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, 42,415,725 and 37,241,881 shares issued, including 988,000 shares held as treasury stock, respectively 42 37 Additional paid-in capital 80,467 69,640 Accumulated deficit (19,288) (17,243) Interest rate swap (118) (130) 61,103 52,304 Less Common Stock in treasury at cost; 988,000 shares (1,862) (1,862) Total stockholders' equity 59,241 50,442 Total liabilities and stockholders' equity $112,329 $110,215 SOURCE Perma-Fix Environmental Services, Inc. -0- 04/30/2004 /CONTACT: Dr. Louis F. Centofanti, Chairman and CEO of Perma-Fix Environmental Services, Inc., +1-404-847-9990; or David Waldman or John Heilshorn, both of Lippert Heilshorn & Associates, +1-212-838-3777, dwaldman@lhai.com; or Herbert Strauss-European investor relations, +43-316-296-316, herbert@eu-ir.com, all for Perma-Fix Environmental Services, Inc./ /Web site: http://www.perma-fix.com / (PESI) CO: Perma-Fix Environmental Services, Inc. ST: Georgia IN: ENV UTI SU: ERN -----END PRIVACY-ENHANCED MESSAGE-----