EX-99.3 5 0005.txt PRO FORMA
Unaudited Pro Forma Condensed Combined Statement of Operations For the year ended December 31, 1999 Perma-Fix DSSI (Amounts in Thousands) 12/31/99 12/31/99 Adjustments Pro Forma _________________________________________________________________________________________________________ Revenues $ 46,464 $ 10,129 $ $ 56,593 Operating Expenses 44,894 7,301 1,294 (a)(c) 53,489 Management Fees 238 (238) (c) - _________ ________ _______ ________ Income (Loss) before Taxes 1,570 2,590 (1,056) 3,104 Income Tax Provision - - - _________ ________ _______ ________ Net Income (Loss) 1,570 2,590 (1,056) 3,104 Preferred Stock Dividends (308) - (308) Gain on Preferred Stock Redemption 188 188 _________ ________ _______ _______ Net Income (Loss) Applicable to Common Stock $ 1,450 $ 2,590 $(1,056) $ 2,984 ========= ======== ======== ======= Basic Net Income per Common Share $ 0.08 $ 0.17 ========= ======= Diluted Net Income per Common Share $ 0.07 $ 0.14 ========= ======= Weighted Average Number of Shares and Potential Common Shares Used in Computing Net Income per Share Basic 17,488 17,488 ======== ======= Diluted 21,224 21,224 ======== =======
Unaudited Pro Forma Condensed Combined Balance Sheet June 30, 2000 Perma-Fix DSSI (Amounts in Thousands) 6/30/00 6/30/00 Adjustments Pro Forma _________________________________________________________________________________________________________ ASSETS Current Assets Cash $ 391 $ 221 $ $ 612 Restricted Cash equivalents and Investments 20 - 20 Accounts Receivable, net 13,561 3,394 16,955 Inventories and Supplies 163 445 608 Prepaid Expenses 1,470 - 1,470 Assets of Discontinued Operations 48 - 48 _________ _________ _________ _________ Total Current Assets 15,653 4,060 - 19,713 Property and Equipment, net 23,705 1,865 4,523 (c) 30,093 Intangibles and Other Assets Permits, net 8,298 - 4,190 (c) 12,488 Goodwill, net 6,997 - 6,997 Other Assets 624 - 6240 _________ _________ _________ _________ Total Other Assets 15,919 - 4,190 20,109 Total assets $ 55,277 $ 5,925 $ 8,713 $ 69,915 ========= ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable $ 7,510 $ 177 $ $ 7,687 Accrued Payroll 156 156 Accrued Disposal and Transportation 1,175 1,175 Other Accrued Liabilities 6,407 675 (151)(a)(c) 6,931 Revolving Loan and Term Note Facility 938 - 938 Current Portion of Long-Term Debt 1,526 - 5,000 (a) 6,526 Current Liabilities of Discontinued Operations 315 - 315 _________ _________ _________ _________ Total Current Liabilities 16,696 2,183 4,849 23,728 Long-Term Liabilities Environmental Accruals 3,764 - 3,764 Long Term Closure 972 1,150 2,956 (b) 5,078 Payable to Parent - 18,541 (18,541)(c) - Long-Term Debt, less Current Portion 12,712 - 3,500 (a) 16,212 Long-Term Liabilities of Discontinued Operations 654 - 654 _________ _________ _________ _________ Total Long-Term Liabilities 18,102 19,691 (12,085) 25,708 _________ _________ _________ _________ Total Liabilities 34,798 21,874 (7,236) 49,436 Stockholders' Equity Preferred Stock - - - Common Stock 23 - 23 Additional Paid-in Capital 43,254 8,846 (8,789)(c) 43,311 Accumulated Deficit (20,936) (24,795) 24,738 (c) (20,993) _________ _________ _________ _________ 22,341 (15,949) 15,949 22,341 Less Common Stock in Treasury at cost (1,862) (1,862) _________ _________ _________ _________ Total Stockholders' Equity 20,479 (15,949) 15,949 20,479 _________ _________ _________ _________ Total Liabilities and Stockholders' Equity $ 55,277 $ 5,925 $ 8,713 $ 69,915 ========= ======== ========= ========
Unaudited Pro Forma Condensed Combined Statement of Operations For the six months ended June 30, 2000 Perma-Fix DSSI (Amounts in Thousands) 6/30/00 6/30/00 Adjustments Pro Forma _________________________________________________________________________________________________________ Revenues $ 28,081 $ 2,788 $ $ 30,869 Operating Expenses 28,206 2,873 655 (a)(c) 31,734 Management Fees 194 (194) (c) - _________ ________ _______ ________ Income (Loss) before Taxes (125) (279) (461) (865) Income Tax Provision - - - _________ ________ _______ ________ Net Income (Loss) (125) (279) (461) (865) Preferred Stock Dividends (104) - (104) _________ ________ _______ _______ Net Income (Loss) Applicable to Common Stock $ (229) $ (279) $ (461) $ (969) ========= ======== ======== ======= Basic Net Income per Common Share $ (.01) $ (.05) ========= ======= Diluted Net Income per Common Share $ (.01) $ (.05) ========= ======= Weighted Average Number of Shares and Potential Common Shares Used in Computing Net Income per Share Basic 21,279 21,279 ======== ======= Diluted 21,279 21,279 ======== =======
Notes to Unaudited Pro Forma Condensed Combined Financial Statements Note I - Basis of Presentation The unaudited pro forma balance sheet combines the historical consolidated balance sheet of Perma-Fix Environmental Services, Inc. at June 30, 2000, with the historical balance sheet of Diversified Scientific Services, Inc. (DSSI), a wholly-owned subsidiary of Waste Management, Inc. at June 30, 2000. The unaudited pro forma statements of income combine the historical consolidated statements of operations of Perma-Fix Environmental Services, Inc. for the quarter and six months ended June 30, 2000, with the historical statements of income for DSSI for the quarter and six months ended June 30, 2000. Certain amounts reflected in the historical financial statement presentations of both companies have been reclassified to conform to the unaudited pro forma condensed combined presentation. The unaudited pro forma financial statements exclude the effect of any operating income improvements which may be achieved upon combining the resources of the companies and exclude costs associated with the integration and consolidation of the companies which are not presently estimable. Note 2 - Pro Forma Adjustments Perma-Fix Environmental Services, Inc. acquired DSSI on August 31, 2000, in a transaction accounted for as a purchase. The pro forma adjustments consist of the following: (a) Debt was recorded in the amount of $8,500,000 (representing the purchase price) pursuant to the merger agreement, including two short-term interim financing notes totaling $5,000,000 and a five-year promissory note, totaling $3,500,000. (b) Long term closure reserve was increased to reflect the current estimate of the potential future liability to close and remediate this facility, determined pursuant to RCRA guidelines, should such a cessation of operations ever occur. (c) This transaction is accounted for as a purchase transaction and the following adjustments were made: * Excess of the purchase price over the net assets acquired of $5,400,000 was assigned to the permits acquired and will be amortized over a 20 year life; * All stockholders' equity accounts of DSSI were eliminated; * Closing costs are estimated at approximately $275,000; * DSSI property, plant and equipment was written up by $4,531,000 to fair market value of $5,832,000; and * All inter-company allocations were eliminated. Note 3 - Federal Income Tax Consequences of the Merger The unaudited pro forma financial statements assume that the merger qualifies as a taxable transaction for federal income tax purposes. Any potential taxable income has been offset against the net operating losses (NOL) carry forward and therefore no provision has been made for income taxes.