-----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, L7F8iMoq6B4z2XsZ1nZWb5n+0+YloTCBiuDtkXGwMZCJ0YnN4X8pUsoWDYteFSf9 n5rb05NdIKS9B4alqSSf2w== 0001275287-06-001256.txt : 20060307 0001275287-06-001256.hdr.sgml : 20060307 20060307090611 ACCESSION NUMBER: 0001275287-06-001256 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060307 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060307 DATE AS OF CHANGE: 20060307 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: 06668771 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 pf5025.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) March 7, 2006 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) 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 (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Section 2 - Financial Information Item 2.02 - Results of Operations and Financial Condition On March 7, 2006, 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 February 28, 2006, 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 March 7, 2006, the Company issued a press release to report its financial results for the three and twelve months ended December 31, 2005. 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 February 28, 2006 99.2 Press release dated March 7, 2006 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: March 7, 2006 Chief Financial Officer EX-99.1 2 pf5025ex991.txt EXHIIBT 99.1 Exhibit 99.1 Perma-FIX SCHEDULES RELEASE FOR YEAR ENDING 2005 RESULTS AND CONFERENCE CALL ATLANTA, Feb. 28 /PRNewswire-FirstCall/ -- Perma-Fix Environmental Services, Inc. (Nasdaq: PESI; BSE: PESI) (Germany: PES.BE) today announced that it will release earnings for the year ending 2005 the morning of Tuesday, March 7, 2006. In conjunction with the Company's year ending 2005 earnings release, there will be a conference call held at 11:00 a.m. EST on Tuesday, March 7. The call will be available on the Company's web site at http://www.perma-fix.com or by calling 1-866-558-0218 for U.S. callers or 1-706-679-5417 for international callers. The conference call will be led by Dr. Louis F. Centofanti, Chairman and CEO, and Richard T. Kelecy, Vice President and CFO, of Perma-Fix Environmental Services, Inc. What: Perma-Fix Environmental Year Ending 2005 Operating Results Conference Call When: Tuesday, March 7, 2006, at 11:00 a.m. EST Where: http://www.perma-fix.com or 1-866-558-0218 or 1-706-679-5417 (Callers should dial in approximately 10 minutes before the call begins.) The conference call replay will be available one hour following the call, through midnight March 14, 2006, and can be accessed by calling: 1-800-642-1687 (U.S. callers) or 1-706-645-9291 (International callers) and entering Conference ID 5845016. Perma-Fix Environmental Services, Inc. is a national environmental services company, providing unique mixed waste and industrial waste management services. 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 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 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- 02/28/2006 /CONTACT: Dr. Louis F. Centofanti, Chairman and CEO of Perma-Fix Environmental Services, Inc., +1-404-847-9990; or James Kautz, jkautz@epochfinancial.com, or J. Todd Atenhan, both of EPOCH Financial Group, Inc., +1-888-917-5105; or Herbert Strauss, European investor relations in Austria, +43 316 296 316, or herbert@eu-ir.com, all for Perma-Fix Environmental Services/ /Web site: http://www.perma-fix.com / EX-99.2 3 pf5025ex992.txt EXHIBIT 99.2 Exhibit 99.2 PERMA-FIX ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND FISCAL 2005 * 2005 Record Revenues Increase 10.2% * 2005 Net Income Grows to a Record $3.6 million vs a Loss of $19.6 million in 2004 ATLANTA, March 7 /PRNewswire-FirstCall/ -- Perma-Fix Environmental Services, Inc. (Nasdaq: PESI) (BSE: PESI) (Germany: PES.BE) today announced financial results for the fourth quarter and fiscal 2005. Revenues for the quarter ended December 31, 2005, totaled $21.5 million, compared to $22.8 million for the same period in 2004. Revenue for the Industrial Segment was $9.5 million, down $704,000 principally due to the contract termination from a major home improvement chain, which was announced in October 2005. Revenue for the Nuclear Segment was $11.3 million, a $526,000 decrease from the 2004 fourth quarter. We have continued to work with the government to smooth out the waste shipments and as a result have experienced more consistent receipts throughout 2005. However, from a comparative perspective, the fourth quarter of 2004 reflected the benefit of several larger shipments and certain surcharges recorded during the period. Although the fourth quarter of this year was down, the Nuclear Segment finished overall higher in 2005, as noted below. Net income, applicable to Common Stock, for the fourth quarter 2005 was $541,000 or $.01 per share compared to $4,000 for the same period in 2004. In the 2005 fourth quarter, the Company had income from discontinued operations of $289,000 as a result of a gain of $510,000 from the final Michigan insurance settlement. Discontinued operations includes the Michigan facility which was shut down in 2004 and the Pittsburgh, Pennsylvania, facility which was shut down in November 2005. The table below presents certain financial information for the business segments, excluding allocation of corporate expenses.
Quarter Ended Quarter Ended December 31, 2005 December 31, 2004 ---------------------------------------- ---------------------------------------- Industrial Nuclear Engineering Industrial Nuclear Engineering ----------- ----------- ----------- ----------- ----------- ----------- (In thousands) Net revenues $ 9,475 $ 11,282 $ 708 $ 10,179 $ 11,808 $ 803 Gross profit 1,450 4,149 186 2,064 4,469 169 Segment profit (loss) (1,064) 2,430 48 (3,022) 2,737 70
For the twelve months ended December 31, 2005, revenues increased by approximately 10.2% to a record $90.9 million, compared to $82.5 million in 2004. Results for fiscal 2005 reflect a 10.7% increase in revenue from the Nuclear Segment to $47.2 million, and an 11.4% increase in revenue from the Industrial Segment to $40.8 million. The increase in the Nuclear Segment was principally attributable to the Company's continued expansion within the mixed waste market, including new government and commercial contract awards. For the twelve months ended December 31, 2005, net income, applicable to Common Stock, totaled $3.6 million or $.08 per share, compared to a loss of $19.6 million or $.48 per share in 2004. Results for 2005 include income from discontinued operations of $670,000. The table below presents certain financial information for the business segments, excluding allocation of corporate expenses.
Twelve Months Ended Twelve Months Ended December 31, 2005 December 31, 2004 ---------------------------------------- ---------------------------------------- Industrial Nuclear Engineering Industrial Nuclear Engineering ----------- ----------- ----------- ----------- ----------- ----------- (In thousands) Net revenues $ 40,768 $ 47,245 $ 2,853 $ 36,600 $ 42,679 $ 3,204 Gross profit 6,627 18,100 669 6,160 16,741 812 Segment profit (1,762) 10,141 182 (12,900) 9,240 376 (loss)
Dr. Louis F. Centofanti, Chairman and CEO, commented, "We are pleased with the progress that Perma-Fix has made over the past year. We have achieved revenue increases in our two major segments, which resulted in record revenues on a consolidated basis for 2005, record revenues for our Nuclear Segment for 2005, four profitable quarters from continuing operations and a very positive change in our net income for the year. All the while, we have been executing our plans to increase revenue, efficiency and profitability. We continue to strengthen our balance sheet and have significantly improved our liquidity and working capital position this year. We believe that 2006 will be a very exciting year of growth for Perma-Fix." Perma-Fix Environmental Services, Inc. is a national environmental services company, providing unique mixed waste and industrial waste management services. 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 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 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, the information concerning possible or assumed future results of operations of the company, our increased revenue, efficiency and profitability and 2006 being a very exciting year of growth for Perma-Fix. 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 apply and market its technologies, 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 satisfactory resolution of the actions brought relating to air issues at our Dayton, Ohio and Tulsa, Oklahoma facilities. 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 For the periods ended December 31 (Amounts in Thousands, Three Months Twelve Months Except for Share ------------------------------------------------ Amounts) 2005 2004 2005 2004 --------- --------- --------- --------- Net Revenues $ 21,465 $ 22,790 $ 90,866 $ 82,483 Cost of goods sold 15,680 16,088 65,470 58,770 Gross Profit 5,785 6,702 25,396 23,713 Selling, general and administrative expenses 5,078 5,521 20,443 18,461 Loss (gain) on disposal or impairment of fixed assets (1) (2) (334) 994 Impairment loss on intangible assets -- 1,901 -- 9,002 Income (loss) from operations 708 (718) 5,287 (4,744) Other income (expense): Interest income 126 1 133 3 Interest expense (418) (486) (1,594) (2,020) Interest expense - financing fees (48) (112) (318) (2,191) Other 8 (442) 7 (456) Income (loss) from continuing operations before taxes 376 (1,757) 3,501 (9,408) Income Taxes 108 6 432 169 Income (loss) from continuing operations 268 (1,763) 3,069 (9,577) Discontinued operations: Income (loss) from discontinued operations 289 1,158 670 (606) Income (loss) on disposal of discontinued operations -- 657 -- (9,178) Total income (loss) from discontinued operations 289 1,815 670 (9,784) Net income (loss) 557 52 3,739 (19,361) Preferred Stock dividends (16) (48) (156) (190) Net income (loss) applicable to Common Stock $ 541 $ 4 $ 3,583 $ (19,551) Net income (loss) per common share - basic: Continuing operations $ .01 $ (.04) $ .07 $ (.24) Discontinued operations -- .04 .01 (.24) Net income (loss) per common share $ .01 $-- $ .08 $ (.48) Net income (loss) per common share - diluted: Continuing operations $ .01 $ (.04) $ .07 $ (.24) Discontinued operations -- .04 .01 (.24) Net income (loss) per common share $ .01 $ -- $ .08 $ (.48) Number of shares and potential common shares Used in computing net income (loss) per share: Basic 44,754 41,747 42,605 40,478 Diluted 47,512 43,947 44,804 40,478 PERMA-FIX ENVIRONMENTAL SERVICES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of December 31
(Amounts in Thousands, Except for Share Amounts) 2005 2004 - ------------------------------------------------------- ------------ ------------ ASSETS Current assets Cash $ 94 $ 215 Restricted cash 511 60 Accounts receivable, net of allowance for doubtful accounts of $512 and $560 16,609 17,408 Unbilled receivables 11,948 9,518 Prepaid expenses and other 3,656 3,810 Current assets of discontinued operations 60 1,883 Total current assets 32,878 32,894 Net property and equipment 44,480 46,898 Net property and equipment of discontinued operations 806 963 Permits 13,188 12,895 Goodwill 1,330 1,330 Finite Risk Sinking Fund 3,339 2,225 Other assets 2,504 3,250 Total assets $ 98,525 $ 100,455 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 6,053 $ 6,361 Accrued expenses and other 17,603 17,857 Current liabilities of discontinued operations 628 2,797 Current portion of long-term debt 2,678 6,376 Total current liabilities 26,962 33,391 Other long-term liabilities 9,279 8,997 Long-term liabilities of discontinued operations 3,149 1,954 Long-term debt, less current portion 10,697 12,580 Total long-term liabilities 23,125 23,531 Total liabilities 50,087 56,922 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, 0 and 2,500 shares issued and outstanding, respectively -- -- Common Stock, $.001 par value; 75,000,000 shares authorized, 45,813,916 and 42,749,117 shares issued, including 988,000 shares held as treasury stock, respectively 46 43 Additional paid-in capital 82,180 80,902 Accumulated deficit (33,211) (36,794) Interest rate swap -- (41) 49,015 44,110 Less Common Stock in treasury at cost; 988,000 shares (1,862) (1,862) Total stockholders' equity 47,153 42,248 Total liabilities and stockholders' equity $ 98,525 $ 100,455
SOURCE Perma-Fix Environmental Services, Inc. -0- 03/07/2006 /CONTACT: Dr. Louis F. Centofanti, Chairman and CEO, Perma-Fix Environmental Services, Inc., +1-404-847-9990; or James Kautz or J. Todd Atenhan, both of EPOCH Financial Group, Inc., +1-888-917-5105, or jkautz@epochfinancial.com, or Herbert Strauss, European investor relations, +43-316-296-316, or herbert@eu-ir.comherbert@eu-ir.com, all for Perma-Fix/ /Web site: http://www.perma-fix.com / -----END PRIVACY-ENHANCED MESSAGE-----