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 September 30, 2002 |
|
or |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to _______________ to _______________ |
Commission File No. 1-11596
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
58-1954497
(State or other jurisdiction (IRS
Employer Identification Number)
of incorporation or organization)
1940 N.W. 67th Place, Gainesville, FL 32653
(Address of principal executive offices) (Zip
Code)
(352) 373-4200
(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 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 November 14, 2002
Common Stock, $.001 Par Value 34,338,614
(excluding 988,000 shares
held as treasury stock)
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
| PART I |
FINANCIAL INFORMATION |
Page No. |
| Item 1. | Financial Statements |
| Consolidated Balance Sheets - September 30, 2002 and December 31, 2001. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
|
| Consolidated Statements of Operations - Three and Nine Months Ended September 30, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . . 4
| |
| Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2002 and 2001. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
| |
| Consolidated Statements of Stockholders' Equity - Nine Months Ended September 30, 2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
| |
| Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7 | |
| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 | |
| Item 4. | Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32 |
| PART II |
OTHER INFORMATION |
| Item 1. | Legal Proceedings . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . 33
| |
| Item 6. | Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 |
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
PART I, ITEM 1
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. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles 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.
It is suggested that these consolidated financial statements 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, 2001.
The results of operations for the nine months ended September 30, 2002, are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2002.
-1-
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
| (Amounts in Thousands, Except for Share Amounts) |
September 30, |
December 31, 2001 |
|
|
||
| ASSETS | ||||
| Current assets: | ||||
| Cash | $ 83 | $ 860 | ||
| Restricted cash | 20 | 20 | ||
| Accounts receivable, net of allowance for doubtful accounts of $399 and $725 |
21,334 |
17,191 |
||
| Inventories | 622 | 756 | ||
| Prepaid expenses | 3,531 | 1,651 | ||
| Other receivables | 19 | 142 | ||
|
|
|
|||
| Total current assets | 25,609 | 20,620 | ||
| Property and equipment: | ||||
| Buildings and land | 16,010 | 15,210 | ||
| Equipment | 28,286 | 26,915 | ||
| Vehicles | 2,379 | 2,120 | ||
| Leasehold improvements | 10,348 | 10,029 | ||
| Office furniture and equipment | 1,544 | 1,657 | ||
| Construction-in-progress | 5,404 | 4,382 | ||
|
|
|
|||
| 63,971 | 60,313 | |||
| Less accumulated depreciation and amortization | (14,412 | ) | (11,940 | ) |
|
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|
|||
| Net property and equipment | 49,559 | 48,373 | ||
| Intangibles and other assets: | ||||
| Permits, net | 11,973 | 20,639 | ||
| Goodwill, net | 15,281 | 6,509 | ||
| Other assets | 2,494 | 2,996 | ||
|
|
|
|||
| Total assets | $ 104,916 | $ 99,137 | ||
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
-2-
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS, CONTINUED
|
(Amounts in Thousands, Except for Share Amounts) |
September 30, |
|
December 31, 2001 |
|
|
|||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | $ 9,747 | $ 7,167 | |||
| Current environmental accrual | 793 | 1,202 | |||
| Accrued expenses | 11,058 | 8,431 | |||
| Current portion of long-term debt | 3,233 | 2,989 | |||
|
|
|
||||
| Total current liabilities | 24,831 | 19,789 | |||
| Environmental accruals | 2,105 | 2,332 | |||
| Accrued closure costs | 4,893 | 4,919 | |||
| Other long-term liabilities | 1,204 | 814 | |||
| Long-term debt, less current portion | 25,913 | 28,157 | |||
|
|
|
||||
| Total long-term liabilities | 34,115 | 36,222 | |||
|
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|
||||
| Total liabilities | 58,946 | 56,011 | |||
| Commitments and Contingencies (see Note 5) | -- | -- | |||
| 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, 35,286,382 and 35,008,005 shares issued, including 988,000 shares held as treasury stock, respectively |
35 |
35 |
|||
| Additional paid-in capital | 66,711 | 66,042 | |||
| Accumulated deficit | (19,973 | ) | (22,216 | ) | |
| Interest rate swap | (226 | ) | (158 | ) | |
|
|
|
||||
| 46,547 | 43,703 | ||||
| Less Common Stock in treasury at cost; 988,000 shares issued and outstanding |
(1,862 | ) |
(1,862 |
) | |
|
|
|
||||
| Total stockholders' equity | 44,685 | 41,841 | |||
|
|
|
||||
| Total liabilities and stockholders' equity | $ 104,916 | $ 99,137 | |||
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|
||||
The accompanying notes are an integral part of these consolidated financial statements.
-3-
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
Three Months Ended |
Nine Months Ended |
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|
||||||||||
| (Amounts in Thousands, Except for Per Share Amounts) |
2002 |
2001 |
2002 |
2001 | ||||||
|
|
||||||||||
|
Net revenues |
$ 24,232 | $ 17,386 | $ 63,168 | $ 53,938 | ||||||
| Cost of goods sold | 15,993 | 10,814 | 41,919 | 37,071 | ||||||
|
|
|
|
|
|||||||
| Gross profit | 8,239 | 6,572 | 21,249 | 16,867 | ||||||
| Selling, general and administrative expenses | 4,350 | 3,557 | 12,470 | 10,462 | ||||||
| Depreciation and amortization | 1,067 | 1,141 | 3,143 | 3,173 | ||||||
|
|
|
|
|
|||||||
| Income from operations | 2,822 | 1,874 | 5,636 | 3,232 | ||||||
| Other income (expense): | ||||||||||
| Interest income | 4 | 7 | 13 | 23 | ||||||
| Interest expense | (723 | ) | (782 | ) | (2,150 | ) | (2,317 | ) | ||
| Interest expense-Warrants | -- | -- | -- | (234 | ) | |||||
| Interest expense-financing fees | (262 | ) | (1,651 | ) | (779 | ) | (2,474 | ) | ||
| Other | (285 | ) | (29 | ) | (366 | ) | (47 | ) | ||
|
|
|
|
|
|||||||
| Net income (loss) | 1,556 | (581 | ) | 2,354 | (1,817 | ) | ||||
| Preferred Stock dividends | (48 | ) | (32 | ) | (111 | ) | (114 | ) | ||
|
|
|
|
|
|||||||
| Net income (loss) applicable to Common Stock | $ 1,508 | $ (613 | ) | $ 2,243 | $ (1,931 | ) | ||||
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|
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||||||||||
| Net income (loss) per common share: | ||||||||||
| Basic | $ .04 | $ (.02 | ) | $ .07 | $ (.08 | ) | ||||
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|
|||||||
| Diluted | $ .04 | $ (.02 | ) | $ .06 | $ (.08 | ) | ||||
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|
|||||||
| Number of shares and potential common shares used in computing net income (loss) per common share: |
||||||||||
| Basic | 34,275 | 29,551 | 34,181 | 25,016 | ||||||
|
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|
|
|
|||||||
| Diluted | 42,617 | 29,551 | 42,992 | 25,016 | ||||||
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|
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The accompanying notes are an integral part of these consolidated financial statements.
-4-
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
Nine Months Ended | |
|
|
| (Amounts in Thousands) | 2002 | 2001 | ||
|
|
||||
| Cash flows from operating activities: | ||||
| Net income (loss) | $ 2,354 | $ (1,817 | ) | |
| Adjustments to reconcile net income (loss) to cash provided by (used in) operations: |
||||
| Depreciation and amortization | 3,143 | 3,173 | ||
| Provision for bad debt and other reserves | 263 | 163 | ||
| Loss on sale of plant, property and equipment | 11 | 29 | ||
| Issuance of Warrants for financing | -- | 234 | ||
| Changes in assets and liabilities, net of effects from business acquisitions: | ||||
| Accounts receivable | (4,405 | ) | (2,855 | ) |
| Prepaid expenses, inventories and other assets | 388 | (763 | ) | |
| Accounts payable and accrued expenses | 3,543 | 645 | ||
|
|
|
|||
| Net cash provided by (used in) operations | 5,297 | (1,191 | ) | |
|
|
|
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| Cash flows from investing activities: | ||||
| Purchases of property and equipment, net | (3,705 | ) | (2,576 | ) |
| Proceeds from sale of plant, property and equipment | 9 | 144 | ||
| Net cash used for acquisition consideration | -- | (10,083 | ) | |
| Change in restricted cash, net | (4 | ) | (14 | ) |
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|
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| Net cash used in investing activities | (3,700 | ) | (12,529 | ) |
|
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|
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| Cash flows from financing activities: | ||||
| Net repayments of revolving loan and term note facility | (1,357 | ) | (145 | ) |
| Principal repayments of long-term debt | (1,529 | ) | (2,546 | ) |
| Proceeds from issuance of long-term debt | -- | 6,254 | ||
| Proceeds from issuance of stock | 512 | 10,473 | ||
|
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|
|||
| Net cash (used in) provided by financing activities | (2,374 | ) | 14,036 | |
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|
|
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| (Decrease) increase in cash | (777 | ) | 316 | |
| Cash at beginning of period | 860 | 498 | ||
|
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|
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| Cash at end of period |
$ 83 |
$ 814 | ||
|
|
|
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| Supplemental disclosure: | ||||
| Interest paid | $ 2,022 | $ 2,243 | ||
| Non-cash investing and financing activities: | ||||
| Issuance of Common Stock for services | 32 | 15 | ||
| Issuance of Common Stock for payment of dividends | 125 | 184 | ||
| Issuance of Common Stock for acquisition | -- | 2,916 | ||
| Issuance of Preferred Stock of subsidiary for acquisition | -- | 1,285 | ||
| Issuance of Warrants for services and financing, net | -- | 3,550 | ||
| Loss on interest rate swap | (68 | ) | (198 | ) |
| Long-term debt incurred for purchase of property and equipment | 644 | 261 | ||
| Long-term debt exchanged for Common Stock | -- | 3,144 | ||
The accompanying notes are an integral part of these consolidated financial statements.
-5-
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited, for the nine months ended September 30, 2002)
|
(Amounts in thousands, |
Common Stock |
Paid-In Capital |
Accumulated Deficit |
Interest |
Common
Stock |
Total | ||
|
| ||||||||
| Balance at December 31, 2001 |
2,500 |
$ -- |
35,008,005 |
$ 35 |
$ 66,042 |
$ ( 22,216 |
|
$ (158 |
|
$ (1,862 |
|
$ 41,841 |
||||||||||
| Comprehensive income: | ||||||||||||||||||||||
| Net income | -- | -- | -- | -- | -- | 2,243 | -- | -- | 2,243 | |||||||||||||
| Other comprehensive income: |
||||||||||||||||||||||
| Loss on interest rate swap |
-- |
-- |
-- |
-- |
-- |
-- |
(68 |
) |
-- |
(68 |
) | |||||||||||
| Comprehensive income |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
2,175 |
|||||||||||||
| Issuance of Common Stock for Preferred Stock dividend |
-- |
-- |
46,323 |
-- |
125 |
|
-- |
-- |
|
-- |
125 |
|||||||||||
| Issuance of stock for cash and services |
-- |
-- |
232,054 |
-- |
544 |
-- |
-- |
-- |
544 |
|||||||||||||
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|
||||||||||||||
| Balance at September 30, 2002 |
2,500 |
$ -- |
35,286,382 |
$ 35 |
$ 66,711 |
$ (19,973 |
) |
$ (226 |
) |
$ (1,862 |
|
$ 44,685 |
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|
The accompanying notes are an integral part of these consolidated financial statements.
-6-
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2002
(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, 2001.
1. Summary of Significant Accounting Policies
Our accounting policies are as set forth in the notes to consolidated financial statements referred to above.There is no provision for income taxes for the three and nine months ended September 30, 2002, as the taxes are offset by prior year net operating loss carryforwards
2. Recently Adopted Accounting Standards
The Company adopted the Financial Accounting Standards Board FASB Statements No. 141, Business Combinations ("SFAS 141"), and No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), effective January 1, 2002. SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001, and for purchase business combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.
SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142. The Company has completed its evaluation of intangible assets for impairment, and has determined that no impairment existed as of January 1, 2002. The Company has discontinued amortizing its indefinite-life intangible assets (goodwill and permits). Prior to January 1, 2002, goodwill and permits were amortized on a straight-line basis over ten to forty years. Amortization expense for goodwill and permits for the three and nine months ended September 30, 2001, was $451,000 and $1,035,000, respectively.
Results for September 30, 2001, assuming the discontinuation of amortization would be as follows:
|
Three Months Ended |
Nine Months Ended September 30, 2001 | |||||||
|
|
| |||||||
| (Amounts in thousands, except per share amount) | Total | Per Share | Total | Per Share | ||||
| Net loss, as reported | $ (613) | $ (.02) | $ (1,931) | $ (.08) | ||||
| Amortization of goodwill and permits | 451 | .01 |
1,035 |
.04 |
||||
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| Net loss, as adjusted | $ (162) | $ (.01) | $ (896) | $ (.04) | ||||
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-7-
Pursuant to the Company's adoption of SFAS 141 and 142, the Company changed its method of recording acquired permits in connection with business combinations. For all acquisitions prior to July 2001, the Company allocated the excess purchase price between goodwill and permits, based upon the percentage of revenue generated through permitted activities. If all revenue/business base of an entity was derived from and subject to the permit, then the full intangible amount was recorded to permits. The permits, therefore were allocated this intangible value, and were generally amortized over a 20 year life. The Company will expense as incurred any ongoing costs to maintain and renew its permits. These ongoing costs are significantly less than the initial costs to obtain a permit. In conjunction with the final purchase price allocation as completed in June 2002, the Company reclassified a portion of the permits recorded upon the acquisition of M&EC on June 25, 2001. Permits were originally recorded at $10,553,000 when the Company recorded the acquisition in June 2001. During June 2002, $9,149,000 was reclassified from permits to goodwill, and additional accrued liabilities were recognized as goodwill in the amount of $63,000. The amount remaining in permits of $1,403,000 represents the actual costs in obtaining the permits. The Company is currently in discussions with the Securities and Exchange Commission relating to SFAS 141 and 142. As of the date of this report, we do not know if the Company will be required to make any changes and, if any changes are required, whether they will have a material adverse effect on the Company's financial statements for the nine months ended September 30, 2002.
| ||||||||
| 3. Earnings Per Share | ||||||||
|
Basic EPS is based on the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS includes the dilutive effect of potential common shares. Diluted loss per share for the three and nine months ended September 30, 2001, does not include potential common shares as their effect would be anti-dilutive. The following is a reconciliation of basic net income (loss) per share and diluted net income (loss) per share for the three and nine months ended September 30, 2002 and 2001.
| ||||||||
|
Three Months Ended |
Nine Months Ended |
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| (Amounts in thousands except per share amounts) | 2002 | 2001 | 2002 | 2001 | ||||
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| Net income (loss) applicable to Common Stock - basic | $ 1,508 | $ (613 | ) | $ 2,243 | $ (1,931 | ) | ||
| Effect of dilutive securities - Preferred Stock dividends | 48 | -- | 111 | -- | ||||
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| Net income (loss) applicable to Common Stock - diluted | $ 1,556 | $ (613 | ) | $ 2,354 | $ (1,931 | ) | ||
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| Basic net income (loss) per share | $ .04 | $ (0.02 | ) | $ .07 | $ (0.08 | ) | ||
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| Diluted net income (loss) per share | $ .04 | $ (0.02 | ) | $ .06 | $ (0.08 | ) | ||
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| Weighted average shares outstanding - basic | 34,275 | 29,551 | 34,181 | 25,016 | ||||
| Potential shares exercisable under stock option plans | 1,055 | -- | 1,119 | -- | ||||
| Potential shares upon exercise of Warrants | 5,620 | -- | 6,025 | -- | ||||
| Potential shares upon conversion of Preferred Stock | 1,667 | -- | 1,667 | -- | ||||
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| Weighted average shares outstanding - diluted | 42,617 | 29,551 | 42,992 | 25,016 | ||||
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| Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include | ||||||||
| Upon exercise of options | 287 | 2,105 | 257 | 2,105 | ||||
| Upon exercise of Warrants | 175 | 15,914 | 175 | 15,914 | ||||
| Upon conversion of Preferred Stock | -- | 1,667 | -- | 1,667 | ||||
-8-
4. Long-term Debt
Long-term debt consists of the following at September 30, 2002, and December 31, 2001:
| (Amounts in Thousands) |
September 30, |
December 31, 2001 | ||||
|
|
||||||
| Revolving loan facility dated December 22, 2000, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, variable interest paid monthly at prime rate plus 1% (5.75% at September 30, 2002), balance due in December 2005. |
$ 7,057 | $ 7,663 | ||||
| Term Loan Agreement dated December 22, 2000, payable in equal monthly installments of principal of $83, balance of $2,083,000 due in December 2005, variable interest paid monthly at prime rate plus 1 1/2% (6.25% at September 30, 2002). |
5,333 | 6,083 | ||||
| Three promissory notes dated May 27, 1999, payable in equal monthly installments of principal and interest of $90 over 60 months, due June 2004, interest at 5.5% for first three years and 7% for remaining two years. |
1,779 | 2,495 | ||||
| Promissory note dated August 31, 2000, payable in one lump sum in August 2005, interest paid annually at 7%. |
3,500 | 3,500 | ||||
| Senior subordinated notes dated July 31, 2001, payable in one lump sum on July 31, 2006, interest payable quarterly at an annual interest rate of 13.5%, net of unamortized debt discount of $1,244 and $1,487. |
4,381 | 4,138 | ||||
| Promissory note dated June 25, 2001, payable in semiannual installments on June 30 and December 31 through December 31, 2008, variable interest accrues at the applicable federal rate determined under the IRS Code Section (8.0% on September 30, 2002) and is payable in a lump sum on December 31, 2008. |
3,614 | 3,634 | ||||
| Promissory note dated June 25, 2001, payable in semiannual installments on June 30 and December 31 through December 31, 2008, variable interest accrues at the applicable federal rate determined under the IRS Code Section (8.0% on September 30, 2002) and is payable in a lump sum on December 31, 2008. |
898 | 903 | ||||
| Vario | ||||||