UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
June
30, 2021
Or
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from
to
Commission
File No.
001-11596
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction
of
incorporation or organization)
58-1954497
(IRS
Employer
Identification
Number)
8302 Dunwoody Place , Suite 250 , Atlanta , GA
(Address
of principal executive offices)
30350
(Zip
Code)
( 770 )
587-9898
(Registrant’s
telephone number)
N/A
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Common Stock, $.001 Par Value
PESI
NASDAQ
Capital Markets
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
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ 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 July 30, 2021
Common
Stock, $.001 Par Value
12,196,623
shares
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
INDEX
Page
No.
PART
I
FINANCIAL
INFORMATION
Item
1.
Consolidated
Financial Statements
Consolidated
Balance Sheets - June 30, 2021 and December 31, 2020
1
Consolidated
Statements of Operations - Three and Six Months Ended June 30, 2021 and 2020
3
Consolidated
Statements of Comprehensive Income - Three and Six Months Ended June 30, 2021 and 2020
4
Consolidated
Statements of Stockholders’ Equity - Six Months Ended June 30, 2021 and 2020
5
Consolidated
Statements of Cash Flows - Six Months Ended June 30, 2021 and 2020
6
Notes
to Consolidated Financial Statements
7
Item
2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
23
Item
3.
Quantitative
and Qualitative Disclosures About Market Risk
36
Item
4.
Controls
and Procedures
36
PART
II
OTHER
INFORMATION
Item
1.
Legal
Proceedings
37
Item
1A.
Risk
Factors
37
Item
6.
Exhibits
37
PART
I - FINANCIAL INFORMATION
Item
1. – Financial Statements
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Consolidated
Balance Sheets
June
30,
December
31,
2021
2020
(Amounts
in Thousands, Except for Share and Per Share Amounts)
(Unaudited)
(Audited)
ASSETS
Current
assets:
Cash
$ 7,312
$ 7,924
Accounts
receivable, net of allowance for doubtful accounts of $ 27 and $ 404 , respectively
9,244
9,659
Unbilled
receivables
7,332
14,453
Inventories
701
610
Prepaid
and other assets
2,926
3,967
Current
assets related to discontinued operations
17
22
Total
current assets
27,532
36,635
Property
and equipment:
Buildings
and land
20,123
20,139
Equipment
22,132
22,090
Vehicles
454
457
Leasehold
improvements
23
23
Office
furniture and equipment
1,425
1,413
Construction-in-progress
2,227
1,569
Total
property and equipment
46,384
45,691
Less
accumulated depreciation
( 28,574 )
( 27,908 )
Net
property and equipment
17,810
17,783
Property
and equipment related to discontinued operations
81
81
Operating
lease right-of-use assets
2,317
2,287
Intangibles
and other long term assets:
Permits
9,118
8,922
Other
intangible assets - net
885
875
Finite
risk sinking fund (restricted cash)
11,467
11,446
Other
assets
849
890
Total
assets
$ 70,059
$ 78,919
The
accompanying notes are an integral part of these consolidated financial statements.
1
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Consolidated
Balance Sheets, Continued
June
30,
December
31,
2021
2020
(Amounts
in Thousands, Except for Share and per Share Amounts)
(Unaudited)
(Audited)
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current
liabilities:
Accounts
payable
$ 11,511
$ 15,382
Accrued
expenses
5,637
6,381
Disposal/transportation
accrual
1,055
1,220
Deferred
revenue
3,932
4,614
Accrued
closure costs - current
74
75
Current
portion of long-term debt
404
3,595
Current
portion of operating lease liabilities
275
273
Current
portion of finance lease liabilities
433
525
Current
liabilities related to discontinued operations
817
898
Total
current liabilities
24,138
32,963
Accrued
closure costs
6,465
6,290
Deferred
tax liabilities
474
471
Long-term
debt, less current portion
819
3,134
Long-term
operating lease liabilities, less current portion
2,119
2,070
Long-term
finance lease liabilities, less current portion
555
662
Other
long-term liabilities
626
626
Long-term
liabilities related to discontinued operations
256
252
Total
long-term liabilities
11,314
13,505
Total
liabilities
35,452
46,468
Commitments
and Contingencies (Note 9)
Stockholders’
Equity:
Preferred
Stock, $ .001 par value; 2,000,000 shares authorized, no shares issued and outstanding
—
—
Common
Stock, $ .001 par value; 30,000,000 shares authorized; 12,188,256 and 12,161,539 shares issued, respectively; 12,180,614 and 12,153,897
shares outstanding, respectively
12
12
Additional
paid-in capital
109,206
108,931
Accumulated
deficit
( 72,555 )
( 74,455 )
Accumulated
other comprehensive loss
( 167 )
( 207 )
Less
Common Stock in treasury, at cost; 7,642 shares
( 88 )
( 88 )
Total
Perma-Fix Environmental Services, Inc. stockholders’ equity
36,408
34,193
Non-controlling
interest
( 1,801 )
( 1,742 )
Total
stockholders’ equity
34,607
32,451
Total
liabilities and stockholders’ equity
$ 70,059
$ 78,919
The
accompanying notes are an integral part of these consolidated financial statements.
2
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Consolidated
Statements of Operations
(Unaudited)
Three
Months Ended
Six
Months Ended
June
30,
June
30,
(Amounts
in Thousands, Except for Per Share Amounts)
2021
2020
2021
2020
Net
revenues
$ 16,145
$ 22,047
$ 39,278
$ 46,907
Cost
of goods sold
15,179
18,737
35,956
38,957
Gross
profit
966
3,310
3,322
7,950
Selling,
general and administrative expenses
2,997
2,700
6,202
5,627
Research
and development
144
209
295
441
(Gain)
loss on disposal of property and equipment
—
( 4 )
—
27
(Loss)
income from operations
( 2,175 )
405
( 3,175 )
1,855
Other
income (expense):
Interest
income
2
28
21
84
Interest
expense
( 65 )
( 99 )
( 132 )
( 219 )
Interest
expense-financing fees
( 9 )
( 60 )
( 17 )
( 129 )
Other
—
4
1
9
Gain
(loss) on extinguishment of debt
5,381
( 27 )
5,381
( 27 )
Income
from continuing operations before taxes
3,134
251
2,079
1,573
Income
tax expense (benefit)
13
( 9 )
( 4 )
5
Income
from continuing operations, net of taxes
3,121
260
2,083
1,568
Loss
from discontinued operations (net of taxes of $ 0 )
( 127 )
( 85 )
( 242 )
( 199 )
Net
income
2,994
175
1,841
1,369
Net
loss attributable to non-controlling interest
( 29 )
( 29 )
( 59 )
( 55 )
Net
income attributable to Perma-Fix Environmental Services,
Inc. common stockholders
$ 3,023
$ 204
$ 1,900
$ 1,424
Net
income (loss) per common share attributable to Perma-Fix Environmental
Services, Inc. stockholders - basic:
Continuing
operations
$ .26
$ .02
$ .18
$ .13
Discontinued
operations
( .01 )
—
( .02 )
( .01 )
Net
income per common share
$ .25
$ .02
$ .16
$ .12
Net
income (loss) per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - diluted:
Continuing
operations
$ .25
$ .02
$ .17
$ .13
Discontinued
operations
( .01 )
—
( .02 )
( .01 )
Net
income per common share
$ .24
$ .02
$ .15
$ .12
Number
of common shares used in computing net income per share:
Basic
12,180
12,135
12,173
12,129
Diluted
12,440
12,286
12,420
12,320
The
accompanying notes are an integral part of these condensed consolidated financial statements.
3
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Consolidated
Statements of Comprehensive Income
(Unaudited)
Three
Months Ended
Six
Months Ended
June
30,
June
30,
(Amounts
in Thousands)
2021
2020
2021
2020
Net
income
$ 2,994
$ 175
$ 1,841
$ 1,369
Other
comprehensive income (loss):
Foreign
currency translation gain (loss)
20
28
40
( 51 )
Comprehensive
income
3,014
203
1,881
1,318
Comprehensive
loss attributable to non-controlling interest
( 29
)
( 29
)
( 59
)
( 55
)
Comprehensive
income attributable to Perma-Fix Environmental
Services, Inc. stockholders
$ 3,043
$ 232
$ 1,940
$ 1,373
The
accompanying notes are an integral part of these condensed consolidated financial statements.
4
PERMA-FIX
ENVIRONMENTAL SERVICES, INC
Consolidated
Statement of Stockholders’ Equity
(Unaudited)
(Amounts
in thousands, except for share amounts)
Common
Stock
Additional
Paid-In
Common
Stock Held In
Accumulated
Other Comprehensive
Non-controlling
Interest in
Accumulated
Total
Stockholders’
Shares
Amount
Capital
Treasury
Loss
Subsidiary
Deficit
Equity
Balance
at December 31, 2020
12,161,539
$ 12
$ 108,931
$ ( 88 )
$ ( 207 )
$ ( 1,742 )
$ ( 74,455 )
$ 32,451
Net
loss
—
—
—
—
—
( 30 )
( 1,123 )
( 1,153 )
Net
Income (loss)
—
—
—
—
—
( 30 )
( 1,123 )
( 1,153 )
Foreign
currency translation
—
—
—
—
20
—
—
20
Issuance
of Common Stock for services
11,837
—
79
—
—
—
—
79
Stock-Based
Compensation
—
—
45
—
—
—
—
45
Balance
at March 31, 2021
12,173,376
$ 12
$ 109,055
$ ( 88 )
$ ( 187 )
$ ( 1,772 )
$ ( 75,578 )
$ 31,442
Net
Income (loss)
—
—
—
—
—
( 29 )
3,023
2,994
Foreign
currency translation
—
—
—
—
20
—
—
20
Issuance
of Common Stock upon exercise of
options
290
—
—
—
—
—
—
—
Issuance
of Common Stock for services
14,590
—
109
—
—
—
—
109
Stock-Based
Compensation
—
—
42
—
—
—
—
42
Balance
at June 30, 2021
12,188,256
$ 12
$ 109,206
$ ( 88 )
$ ( 167 )
$ ( 1,801 )
$ ( 72,555 )
$ 34,607
Balance
at December 31, 2019
12,123,520
$ 12
$ 108,457
$ ( 88 )
$ ( 211 )
$ ( 1,619 )
$ ( 77,315 )
$ 29,236
Net
Income (loss)
—
—
—
—
—
( 26 )
1,220
1,194
Foreign
currency translation
—
—
—
—
( 79 )
—
—
( 79 )
Issuance
of Common Stock upon exercise of
options
3,643
—
6
—
—
—
—
6
Issuance
of Common Stock for services
5,128
—
48
—
—
—
—
48
Stock-Based
Compensation
—
—
44
—
—
—
—
44
Balance
at March 31, 2020
12,132,291
$ 12
$ 108,555
$ ( 88 )
$ ( 290 )
$ ( 1,645 )
$ ( 76,095 )
$ 30,449
Net
Income (loss)
—
—
—
—
—
( 29 )
204
175
Foreign
currency translation
—
—
—
—
28
—
—
28
Issuance
of Common Stock upon exercise of
options
241
—
—
—
—
—
—
—
Issuance
of Common Stock for services
10,239
—
56
—
—
—
—
56
Stock-Based
Compensation
—
—
48
—
—
—
—
48
Balance
at June 30, 2020
12,142,771
$ 12
$ 108,659
$ ( 88 )
$ ( 262 )
$ ( 1,674 )
$ ( 75,891 )
$ 30,756
The
accompanying notes are an integral part of these condensed consolidated financial statements.
5
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Consolidated
Statements of Cash Flows
(Unaudited)
Six
Months Ended
June
30,
(Amounts
in Thousands)
2021
2020
Cash
flows from operating activities:
Net
income
$ 1,841
$ 1,369
Less:
loss from discontinued operations, net of taxes of $ 0
( 242 )
( 199 )
Income
from continuing operations, net of taxes
2,083
1,568
Adjustments
to reconcile income from continuing operations to cash provided by operating activities:
Depreciation
and amortization
799
711
Interest
on finance lease with purchase option
4
4
(Gain)
loss on extinguishment of debt
( 5,381 )
27
Amortization
of debt discount/debt issuance costs
17
129
Deferred
tax expense
3
5
Recovery
of bad debt reserves
( 17 )
( 107 )
Loss
on disposal of property and equipment
—
27
Issuance
of common stock for services
188
104
Stock-based
compensation
87
92
Changes
in operating assets and liabilities of continuing operations
Accounts
receivable
432
2,479
Unbilled
receivables
7,121
( 3,085 )
Prepaid
expenses, inventories and other assets
1,076
714
Accounts
payable, accrued expenses and unearned revenue
( 5,609 )
289
Cash
provided by continuing operations
803
2,957
Cash
used in discontinued operations
( 315 )
( 259 )
Cash
provided by operating activities
488
2,698
Cash
flows from investing activities:
Purchases
of property and equipment
( 650 )
( 1,366 )
Proceeds
from sale of property and equipment
1
4
Cash
used in investing activities of continuing operations
( 649 )
( 1,362 )
Cash
provided by investing activities of dicontinued operations
—
13
Cash
used in investing activities
( 649 )
( 1,349 )
Cash
flows from financing activities:
Repayments
of revolving credit borrowings
( 41,834 )
( 47,058 )
Borrowing
on revolving credit
41,834
46,737
Proceeds
from issuance of long-term debt
—
5,666
Principal
repayments of finance lease liabilities
( 205 )
( 229 )
Principal
repayments of long term debt
( 219 )
( 1,045 )
Payment
of debt issuance costs
( 15 )
( 85 )
Proceeds
from issuance of common stock upon exercise of options
—
6
Cash
(used in) provided by financing activities of continuing operations
( 439 )
3,992
Effect
of exchange rate changes on cash
9
( 18 )
(Decrease)
increase in cash and finite risk sinking fund (restricted cash)
( 591 )
5,323
Cash
and finite risk sinking fund (restricted cash) at beginning of period
19,370
11,697
Cash
and finite risk sinking fund (restricted cash) at end of period
$ 18,779
$ 17,020
Supplemental
disclosure:
Interest
paid
$ 106
$ 207
Income
taxes paid
15
30
Non-cash
financing activities:
Equipment
purchase subject to finance lease
—
132
Equipment
purchase subject to finance
29
—
The
accompanying notes are an integral part of these condensed consolidated financial statements.
6
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
Notes
to Consolidated Financial Statements
June
30, 2021
(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, 2020.
1.
Basis of Presentation
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 (“the Commission”). Certain information
and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”) 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. The results of operations for
the six months ended June 30, 2021 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2021.
The
Company suggests 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, 2020.
The
consolidated financial statements include our accounts, those of our wholly-owned subsidiaries, and our majority-owned Polish subsidiary,
Perma-Fix Medical. Additionally, the Company’s financial statements include the account of a variable interest entity (“VIE”),
Perma-Fix ERRG for which we are the primary beneficiary (See “Note 13 - VIE” for a discussion of this VIE).
2.
Summary of Significant Accounting Policies
Our
accounting policies are as set forth in the notes to the December 31, 2020 consolidated financial statements referred to above.
Recently
Adopted Accounting Standards
In
December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects
related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies
and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2020, with early adoption permitted. The adoption of ASU No. 2019-12 by the Company
effective January 1, 2021 did not have a material impact on the Company’s financial statements.
In
January 2020, the FASB issued ASU 2020-01, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint
Ventures (Topic 323), and Derivatives and Hedging (Topic 815), clarifying the Interactions between Topic 321, Topic 323, and Topic 815.”
This guidance addresses accounting for
the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity
method of accounting, and forward contracts and purchase options on certain types of securities. This standard is effective for fiscal
years and interim periods within those fiscal years beginning after December 15, 2020. Early adoption is permitted. The adoption of ASU
No. 2020-01 by the Company effective January 1, 2021 did not have a material impact on the Company’s financial statements.
7
In
October 2020, the FASB issued ASU No 2020-10, “Codification Improvements.” ASU 2020-10 updates various codification topics
by clarifying or improving disclosure requirements. ASU 2020-10 is effective for public entities for fiscal years beginning after December
15, 2020, with early adoption permitted. The adoption of ASU No. 2020-01 by the Company effective January 1, 2021 did not have a material
impact on the Company’s financial statements or disclosures.
Recently
Issued Accounting Standards – Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, “Credit Losses
(Topic 326) - Measurement of Credit Losses on Financial Instruments,” and various subsequent amendments to the initial guidance
(collectively, “Topic 326”). Topic 326 introduces an approach, based on expected losses, to estimate credit losses on certain
types of financial instruments and modifies the impairment model for available-for-sale debt securities. The new approach to estimating
credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and
certain other instruments, including trade and other receivables and loans. Entities are required to apply the standard’s provisions
as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted.
In November 2019, FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic
815), and Leases (Topic 842),” which defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting
companies as defined by the Commission to fiscal years beginning after December 15, 2022, including interim periods within those fiscal
years. These ASUs are effective January 1, 2023 for the Company as a smaller reporting company (“SRC”). Under new guidance
issued by the Commission in March 2020, the Company will continue to qualify as a smaller reporting company but will also be an accelerated
filer for all filings with the Commission after January 1, 2022. The Company is currently evaluating the impact of these ASU on its consolidated
financial statements.
In
August 2020, the FASB issued ASU No. 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging – Contracts in Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments
by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts
in an entity’s own equity, and simplifies the related diluted net income per share calculation for both Subtopics. ASU 2020-06
is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for the Company as a
smaller reporting company. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including
interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU on its consolidated financial statements
and disclosures.
In
May 2021, the FASB issued ASU No. 2021-04, “Earnings Per Share (Topic 206), Debt-Modifications and Extinguishments (Subtopic 470-50),
Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s
Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging
Issues Task Force).” ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified
written call options. This ASU is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods
within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its consolidated
financial statements.
8
3.
Revenue
Disaggregation
of Revenue
In
general, the Company’s business segmentation is aligned according to the nature and economic characteristics of our services and
provides meaningful disaggregation of each business segment’s results of operations. The nature of the Company’s performance
obligations within our Treatment and Services Segments result in the recognition of our revenue primarily over time. The following tables
present further disaggregation of our revenues by different categories for our Services and Treatment Segments:
Schedule of Disaggregation of Revenue
Revenue
by Contract Type
(In
thousands)
Three
Months Ended
Three
Months Ended
June
30, 2021
June
30, 2020
Treatment
Services
Total
Treatment
Services
Total
Fixed
price
$ 7,706
$ 1,482
$ 9,188
$ 7,840
$ 2,329
$ 10,169
Time
and materials
—
6,957
6,957
—
11,878
11,878
Total
$ 7,706
$ 8,439
$ 16,145
$ 7,840
$ 14,207
$ 22,047
Revenue
by Contract Type
(In
thousands)
Six
Months Ended
Six
Months Ended
June
30, 2021
June
30, 2020
Treatment
Services
Total
Treatment
Services
Total
Fixed
price
$ 15,201
$ 4,063
$ 19,264
$ 17,403
$ 3,721
$ 21,124
Time
and materials
—
20,014
20,014
—
25,783
25,783
Total
$ 15,201
$ 24,077
$ 39,278
$ 17,403
$ 29,504
$ 46,907
Revenue
by generator
(In
thousands)
Three
Months Ended
Three
Months Ended
June
30, 2021
June
30, 2020
Treatment
Services
Total
Treatment
Services
Total
Domestic
government
$ 5,639
$ 6,764
$ 12,403
$ 6,055
$ 12,791
$ 18,846
Domestic
commercial
2,060
391
2,451
1,785
431
2,216
Foreign
government
7
1,261
1,268
—
965
965
Foreign
commercial
—
23
23
—
20
20
Total
$ 7,706
$ 8,439
$ 16,145
$ 7,840
$ 14,207
$ 22,047
Revenue
by generator
(In
thousands)
Six
Months Ended
Six
Months Ended
June
30, 2021
June
30, 2020
Treatment
Services
Total
Treatment
Services
Total
Domestic
government
$ 10,237
$ 19,425
$ 29,662
$ 13,745
$ 26,589
$ 40,334
Domestic
commercial
4,328
981
5,309
3,658
893
4,551
Foreign
government
541
3,625
4,166
—
1,979
1,979
Foreign
commercial
95
46
141
—
43
43
Total
$ 15,201
$ 24,077
$ 39,278
$ 17,403
$ 29,504
$ 46,907
Contract
Balances
The
timing of revenue recognition, billings, and cash collections results in accounts receivable and unbilled receivables (contract assets).
The Company’s contract liabilities consist of deferred revenues which represents advance payment from customers in advance of the
completion of our performance obligation.
The
following table represents changes in our contract assets and contract liabilities balances:
Schedule of Contract Assets and Liabilities
June
30,
December
31,
Year-to-date
Year-to-date
(In
thousands)
2021
2020
Change
($)
Change
(%)
Contract
assets
Account
receivables, net of allowance
$ 9,244
$ 9,659
$ ( 415 )
( 4.3 )%
Unbilled
receivables - current
7,332
14,453
( 7,121 )
( 49.3 )%
Contract
liabilities
Deferred
revenue
$ 3,932
$ 4,614
$ ( 682 )
( 14.8 )%
During
the three and six months ended June 30, 2021, the Company recognized revenue of $ 1,763,000 and $ 6,074,000 , respectively, related to untreated
waste that was in the Company’s control as of the beginning of each respective year. During the three and six months ended June
30, 2020, the Company recognized revenue of $ 2,516,000 and $ 6,539,000 , respectively, related to untreated waste that was in the Company’s
control as of the beginning of each respective year. Revenue recognized in each period related to performance obligations satisfied within
the respective period.
9
Remaining
Performance Obligations
The
Company applies the practical expedient in ASC 606-10-50-14 and does not disclose information about remaining performance obligations
that have original expected durations of one year or less.
Within
our Services Segment, there are service contracts which provide that the Company has a right to consideration from a customer in an amount
that corresponds directly with the value to the customer of our performance completed to date. For those contracts, the Company has utilized
the practical expedient in ASC 606-10-55-18, which allows the Company to recognize revenue in the amount for which we have the right
to invoice; accordingly, the Company does not disclose the value of remaining performance obligations for those contracts.
4.
Leases
At
the inception of an arrangement, the Company determines if an arrangement is, or contains, a lease based on facts and circumstances present
in that arrangement. Lease classifications, recognition, and measurement are then determined at the lease commencement date.
The
Company’s operating lease right-of-use (“ROU”) assets and operating lease liabilities represent primarily leases for
office and warehouse spaces used to conduct our business. Finance leases consist primarily of processing and transport equipment used
by our facilities’ operations and also include a building with land for our waste treatment operations.
The
components of lease cost for the Company’s leases for the three and six months ended June 30, 2021 and 2020 were as follows (in
thousands):
Schedule of Components of Lease Cost
Three
Months Ended
Six
Months Ended
June
30,
June
30,
2021
2020
2021
2020
Operating
Leases:
Lease
cost
$ 115
$ 114
$ 226
$ 228
Finance
Leases:
Amortization
of ROU assets
58
26
117
52
Interest
on lease liability
18
29
37
50
Finance
Leases
76
55
154
102
Short-term
lease rent expense
3
1
6
4
Total
lease cost
194
170
386
334
The
weighted average remaining lease term and the weighted average discount rate for operating and finance leases at June 30, 2021 were:
Schedule of Weighted Average Lease
Operating
Leases
Finance
Leases
Weighted
average remaining lease terms (years)
7.6
3.2
Weighted
average discount rate
7.7 %
6.2 %
10
The
following table reconciles the undiscounted cash flows for the operating and finance leases at June 30, 2021 to the operating and finance
lease liabilities recorded on the balance sheet (in thousands):
Schedule
of Operating and Finance Lease Liability Maturity
Operating
Leases
Finance
Leases
2021
(Remaining)
$ 211
$ 353
2022
478
271
2023
486
150
2024
419
146
2025
327
146
2025
and thereafter
1,260
18
Total
undiscounted lease payments
3,181
1,084
Less:
Imputed interest
( 787 )
( 96 )
Present
value of lease payments
$ 2,394
$ 988
Current
portion of operating lease obligations
$ 275
$ —
Long-term
operating lease obligations, less current portion
$ 2,119
$ —
Current
portion of finance lease obligations
$ —
$ 433
Long-term
finance lease obligations, less current portion
$ —
$ 555
Supplemental
cash flow and other information related to our leases were as follows for the three and six months ended June 30, 2021 and 2020 (in thousands):
Schedule of Supplemental Cash Flow and Other Information Related to Leases
Three
Months Ended
Six
Months Ended
June
30,
June
30,
2021
2020
2021
2020
Cash
paid for amounts included in the measurement of lease liabilities:
Operating
cash flow used in operating leases
$ 103
$ 110
$ 204
$ 220
Operating
cash flow used in finance leases
$ 18
$ 29
$ 37
$ 50
Financing
cash flow used in finance leases
$ 91
$ 128
$ 205
$ 229
ROU
assets obtained in exchange for lease obligations for:
Finance
liabilities
$ —
$ 41
$ —
$ 123
Operating
liabilities
$ 166
—
166
—
5.
Intangible Assets
The
following table summarizes information relating to the Company’s definite-lived intangible assets:
Schedule of Finite-Lived Intangible Assets
June
30, 2021
December
31, 2020
Weighted
Average
Amortization
Gross
Net
Gross
Net
Period
Carrying
Accumulated
Carrying
Carrying
Accumulated
Carrying
(Years)
Amount
Amortization
Amount
Amount
Amortization
Amount
Intangibles
(amount in thousands)
Patent
12.5
$ 746
$ ( 343 )
$ 403
$ 742
$ ( 334 )
$ 408
Software
3
524
( 413 )
111
418
( 411 )
7
Customer
relationships
10
3,370
( 2,999 )
371
3,370
( 2,910 )
460
Total
$ 4,640
$ ( 3,755 )
$ 885
$ 4,530
$ ( 3,655 )
$ 875
The
intangible assets noted above are amortized on a straight-line basis over their useful lives with the exception of customer relationships
which are being amortized using an accelerated method.
11
The
following table summarizes the expected amortization over the next five years for our definite-lived intangible assets:
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Year
(In
thousands)
2021 (remaining)
$ 123
2022
198
2023
158
2024
37
2025
14
Amortization
expenses relating to the definite-lived intangible assets as discussed above were $ 50,000 and $ 100,000 for the three and six months ended
June 30, 2021, respectively, and $ 55,000 and $ 109,000 for the three and six months ended June 30, 2020, respectively.
6.
Capital Stock, Stock Plans and Stock Based Compensation
The
Company has certain stock option plans under which it may award incentive stock options (“ISOs”) and/or non-qualified stock
options (“NQSOs”) to employees, officers, outside directors, and outside consultants.
On
May 4, 2021, the Company granted 6,000 NQSOs from the Company’s 2003 Outside Directors Stock Plan (“2003 Plan”) to
a new director elected by the Company’s Board of Directors (“Board”) to fill a vacancy on the Board. The options granted
were for a contractual term of ten years with a vesting period of six months. The exercise price of the options was $ 7.50 per share,
which was equal to the Company’s closing stock price per share the day preceding the grant date, pursuant to the 2003 Plan.
The
Company granted a NQSO to Robert Ferguson on July 27, 2017 from the Company’s 2017 Stock Option Plan (“2017 Plan”)
for the purchase of up to 100,000 shares of the Company’s Common Stock (“Ferguson Stock Option”) in connection with
his work as a consultant to the Company’s Test Bed Initiative (“TBI”) at our Perma-Fix Northwest Richland, Inc. (“PFNWR”)
facility at an exercise price of $ 3.65 per share, which was the fair market value of the Company’s Common Stock on the date of
grant. The term of the Ferguson Stock Option is seven years from the grant date. The vesting of the Ferguson Stock Option is subject
to the achievement of three separate milestones by certain dates. The 10,000 options under the first milestone were exercised by Robert
Ferguson in 2018. The vesting date for the second and third milestones for the purchase of up to 30,000 and 60,000 shares of the Company’s
Common Stock was previously extended to December 31, 2021 and December 31, 2022, respectively. The Company has not recognized compensation
costs (fair value of approximately $ 262,000 at June 30, 2021) for the remaining 90,000 Ferguson Stock Option under the remaining two
milestones since achievement of the performance obligation under each of the two remaining milestones is uncertain at June 30, 2021.
All other terms of the Ferguson Stock Option remain unchanged.
The
Company estimates fair value of stock options using the Black-Scholes valuation model. Assumptions used to estimate the fair value of
stock options granted include the exercise price of the award, the expected term, the expected volatility of the Company’s stock
over the option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual dividend
yield. The fair value of the options granted on May 4, 2021 as discussed above and the related assumptions used in the Black-Scholes
option model used to value the options granted were as follows:
Schedule
of Stock Options Valuation Assumptions
Outside
Director Stock Options Granted
May
4, 2021
Weighted-average
fair value per option
$
4.97
Risk
-free interest rate (1)
1.61
%
Expected
volatility of stock (2)
55.91
%
Dividend
yield
None
Expected
option life (3)
10 .0
years
12
(1)
The risk-free interest rate is based on the U.S.
Treasury yield in effect at the grant date over the expected term of the option.
(2)
The expected volatility is based on historical
volatility from our traded Common Stock over the expected term of the option.
(3)
The expected option life is based on historical
exercises and post-vesting data.
The
following table summarizes stock-based compensation recognized for the three and six months ended June 30, 2021 and 2020 for our employee
and director stock options.
Schedule of Share-based Compensation, Allocation of Recognized Period Costs
2021
2020
2021
2020
Three
Months Ended
Six
Months Ended
Stock
Options
June
30,
June
30,
2021
2020
2021
2020
Employee
Stock Options
$ 33,000
$ 33,000
$ 66,000
$ 65,000
Director
Stock Options
9,000
15,000
21,000
27,000
Total
$ 42,000
$ 48,000
$ 87,000
$ 92,000
Stock-based compensation
$ 42,000
$ 48,000
$ 87,000
$ 92,000
At
June 30, 2021, the Company has approximately $ 215,000 of total unrecognized compensation costs related to unvested options for employee
and directors. The weighted average period over which the unrecognized compensation costs are expected to be recognized is approximately
1.6 years.
The
summary of the Company’s total Stock Option Plans as of June 30, 2021 and June 30, 2020, and changes during the periods then ended,
are presented below. The Company’s Plans consist of the 2010 Stock Option Plan, the 2017 Plans and the 2003 Plan:
Schedule of Stock Options Roll Forward
Shares
Weighted
Average Exercise Price
Weighted
Average Remaining Contractual Term (years)
Aggregate
Intrinsic Value (4)
Options
outstanding January 1, 2021
658,400
$ 3.87
Granted
6,000
$ 7.50
Exercised
( 500 )
$ 3.15
$ 2,175
Forfeited/expired
( 1,500 )
$ 3.15
Options
outstanding end of period (1)
662,400
$ 3.90
3.1
$ 2,153,595
Options
exercisable at June 30, 2021 (2)
391,900
$ 4.08
3.1
$ 1,202,495
Shares
Weighted
Average Exercise Price
Weighted
Average Remaining Contractual Term (years)
Aggregate
Intrinsic Value (4)
Options
outstanding January 1, 2020
681,300
$ 3.84
Granted
6,000
$ 7.00
16,060
Exercised
( 12,500 )
$ 3.47
Forfeited/expired
( 20,000 )
$ 3.45
Options
outstanding end of period (3)
654,800
$ 3.88
3.7
$ 1,685,031
Options
exercisable as of June 30, 2020 (3)
306,800
$ 4.20
3.6
$ 711,306
(1)
Options with exercise prices ranging from $ 2.79
to $ 7.50
(2)
Options with exercise prices ranging from $ 2.79
to $ 7.29
(3)
Options with exercise prices ranging from $ 2.79
to $ 8.40
(4)
The intrinsic value of a stock option is the
amount by which the market value of the underlying stock exceeds the exercise price.
13
During
the six months ended June 30, 2021, the Company issued a total of 26,427 shares of its Common Stock under the 2003 Plan to its outside
directors as compensation for serving on our Board. The Company has recorded approximately $ 221 ,000 in compensation expenses (included
in selling, general and administration (“SG&A”) expenses) in connection with the issuance of shares of its Common Stock
to outside directors. See “Note 15 – Subsequent Events - 2003 Plan” for a discussion of an amendment to the 2003 Plan
as approved by the Company’s Stockholder at the Company’s 2021 Annual Meeting of Stockholders held on July 20, 2021.
During
the six months ended June 30, 2021, the Company issued 290 shares of its Common Stock from a cashless exercise of an option for the purchase
of 500 shares of the Company’s Common Stock at $ 3.15 per share.
7.
Income Per Share
Basic
income per share is calculated based on the weighted-average number of outstanding common shares during the applicable period. Diluted
income per share is based on the weighted-average number of outstanding common shares plus the weighted-average number of potential outstanding
common shares. In periods where they are anti-dilutive, such amounts are excluded from the calculations of dilutive earnings per share.
The following table reconciles the income and average share amounts used to compute both basic and diluted income per share:
Schedule of Earnings Per Share, Basic and Diluted
Three
Months Ended
Six
Months Ended
June
30,
June
30,
(Unaudited)
(Unaudited)
(Amounts
in Thousands, Except for Per Share Amounts)
2021
2020
2021
2020
Net
income (loss) attributable to Perma-Fix Environmental Services,Inc., common stockholders:
Income
from continuing operations, net of taxes
$ 3,121
$ 260
$ 2,083
$ 1,568
Net
loss attributable to non-controlling interest
( 29 )
( 29 )
( 59 )
( 55 )
Income from continuing operations attributable to
Perma-Fix Environmental Services, Inc. common stockholders
3,150
289
2,142
1,623
Loss
from discontinuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders
( 127 )
( 85 )
( 242 )
( 199 )
Net
income attributable to Perma-Fix Environmental Services, Inc. common stockholders
$ 3,023
$ 204
$ 1,900
$ 1,424
Basic
income per share attributable to Perma-Fix Environmental Services, Inc. common stockholders
$ .25
$ .02
$ .16
$ .12
Diluted
income per share attributable to Perma-Fix Environmental Services, Inc. common stockholders
$ .24
$ .02
$ .15
$ .12
Weighted
average shares outstanding:
Basic
weighted average shares outstanding
12,180
12,135
12,173
12,129
Add:
dilutive effect of stock options
229
134
217
171
Add:
dilutive effect of warrants
31
17
30
20
Diluted
weighted average shares outstanding
12,440
12,286
12,420
12,320
Potential
shares excluded from above weighted average share calcualtions due to their anti-dilutive effect include:
Stock
options
12
38
36
38
Warrant
—
—
—
—
Stock Options and Warrants
14
8.
Long Term Debt
Long-term
debt consists of the following:
Schedule of Long term Debt
(Amounts
in Thousands)
June
30,2021
December
31, 2020
Total
debt
1,223
6,729
Revolving
Credit facility dated May 8, 2020, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation,
balance due on May 15, 2024. Effective interest rate for the first six month of 2021 was
5.3 % . (1)
$ —
$ —
Term
Loan dated May 8, 2020, payable in equal monthly installments of principal, balance due
on May 15, 2024 . Effective interest rate for the first six months of 2021 was 4.4 % . (1)
1,177
(2)
1,388
(2)
Promissory
Note dated April 14, 2020, balance subject to loan forgiveness. Interest accrues at
annual rate of 1.0 % . (3)
—
(4)
5,318
(4)
Notes
Payable to 2023 and 2025, annual interest rate of 5.6 % and 9.1 % .
46
23
Total
debt
1,223
6,729
Less
current portion of long-term debt
404
3,595
Long-term
debt
$ 819
$ 3,134
(1)
Our revolving credit facility is collateralized
by our accounts receivable and our term loan is collateralized by our property, plant, and equipment.
(2)
Net of debt issuance costs of ($ 103,000 ) and
($ 105,000 ) at June 30, 2021 and December 31, 2020, respectively.
(3)
Uncollateralized note.
(4)
Entered into with the Company’s credit
facility lender under the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act
(“CARES Act”) (see “PPP Loan” below for information regarding forgiveness on the entire loan balance, along with
accrued interest, effective June 15, 2021).
Revolving
Credit and Term Loan Agreement
The
Company entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020 (“Loan
Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement provides the Company
with the following credit facility with a maturity date of March 15, 2024: (a) up to $ 18,000,000 revolving credit (“revolving credit”)
and (b) a term loan (“term loan”) of approximately $ 1,742,000 , requiring monthly installments of $ 35,547 . The maximum that
the Company can borrow under the revolving credit is based on a percentage of eligible receivables (as defined) at any one time reduced
by outstanding standby letters of credit and borrowing reductions that our lender may impose from time to time.
On
May 4, 2021, the Company entered into an amendment to the Loan Agreement with its lender which provided the following, among other things:
●
revised
the Company’s fixed charge coverage ratio (“FCCR”) calculation requirement which allows for the add-back of approximately
$ 5,318,000
in eligible expenses that were
incurred and covered by the PPP Loan that the Company received in 2020. The add-back is to be applied retroactively to the second
and third quarters of 2020. (see below for a discussion of the PPP Loan); and
● a
capital expenditure line of up to $ 1,000,000
with
advances on the line, subject to certain limitations, permitted for up to twelve months starting
May
4, 2021 (the
“Borrowing Period”). Only interest is payable on advances during the Borrowing
Period (see annual rate of interest below on the capital expenditure line). At the end of
the Borrowing Period, the total amount advanced under the line will amortize equally based
on a five -year
amortization schedule with principal payment due monthly plus interest. At the maturity date
of the Loan Agreement, any unpaid principal balance plus interest, if any, will become due.
No advance on the capital line has been made as of June 30, 2021.
In
connection with the amendment, the Company paid its lender a fee of $ 15 ,000 which is being amortized over the remaining term of the Loan
Agreement, as amended, as interest expense-financing fees.
15
Pursuant
to the Loan Agreement, as amended, payment of annual rate of interest due on the revolving credit is at prime ( 3.25 % at June 30, 2021)
plus 2 % or London InterBank Offer Rate (“LIBOR”) plus 3.00 % and the term loan and the capital expenditure line at prime plus
2.50 % or LIBOR plus 3.50 % . Under the LIBOR option of interest payment, a LIBOR floor of 0.75% applies in the event that LIBOR falls below
0.75 % at any point in time.
The
Company may terminate its Loan Agreement upon 90 days’ prior written notice upon payment in full of our obligations under the Loan
Agreement. The Company agreed to pay PNC 1.0 % of the total financing had the Company paid off its obligations on or before May 7, 2021
and 0.5 % of the total financing if the Company pays off its obligations after May 7, 2021 but prior to or on May 7, 2022. No early termination
fee will apply if the Company pays off its obligations under the Loan Agreement after May 7, 2022.
At
June 30, 2021, the borrowing availability under the Company’s revolving credit was approximately $ 9,550,000 based on our eligible
receivables and includes a reduction in borrowing availability of approximately $ 3,020,000 from outstanding standby letters of credit.
The
Company’s credit facility under its Loan Agreement, as amended, with PNC contains certain financial covenants, along with customary
representations and warranties. A breach of any of these financial covenants, unless waived by PNC, could result in a default under the
credit facility allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate
all commitments to extend further credit. The Company met its financial covenant requirements in the first quarter of 2021. The Company’s
FCCR calculation in the first quarter of 2021 included the add-back of approximately $ 5,318,000 in eligible expenses that were incurred
and covered by the PPP Loan that the Company received in 2020 as permitted by the amendment dated May 4, 2021 to the Company’s
Loan Agreement as discussed above. The Company did not meet its FCCR requirement in the second quarter of 2021. However, this FCCR non-compliance
was waived by the Company’s lender pursuant to another amendment dated August 10, 2021 to the Company’s Loan Agreement (see
“Note 15 – Subsequent Events – Credit Facility” for a discussion of this waiver and additional provisions of
this amendment).
PPP
Loan
On
April 14, 2020, the Company entered into a promissory note under the PPP with PNC, our credit facility lender, which had a balance of
approximately $ 5,318,000 (the “PPP Loan”) at March 31, 2021. The PPP was established under the CARES Act and is administered
by the U.S. Small Business Administration (“SBA”). The CARES Act was subsequently amended by the Paycheck Protection Program
Flexibility Act of 2020 (“Flexibility Act”). Proceeds from the promissory note was used by the Company for eligible payroll
costs, mortgage interest, rent and utility costs as permitted under the Flexibility Act. The annual interest rate on the PPP Loan is
1.0 %
On
October 5, 2020, the Company applied for forgiveness on repayment of the PPP Loan as permitted under the Flexibility Act. On July 1,
2021, the Company was notified by PNC that the entire balance of the PPP Loan of approximately $ 5,318,000 , along with accrued interest
of approximately $ 63,000 was forgiven by the SBA, effective June 15, 2021. Accordingly, the Company recorded the entire forgiven PPP
Loan balance, along with accrued interest, totaling approximately $ 5,381 ,000 as “Gain on extinguishment of debt” on its Consolidated
Statement of Operations for the quarter ended June 30, 2021.
9.
Commitments and Contingencies
Hazardous
Waste
In
connection with our waste management services, the Company processes both hazardous and non-hazardous waste, which we transport to our
own, or other, facilities for destruction or disposal. As a result of disposing of hazardous substances, in the event any cleanup is
required at the disposal site, the Company could be a potentially responsible party for the costs of the cleanup notwithstanding any
absence of fault on our part.
16
Legal
Matters
In
the normal course of conducting our business, we are involved in various litigation. We are not a party to any litigation or governmental
proceeding which our management believes could result in any judgments or fines against us that could would have a material adverse effect
on our financial position, liquidity or results of future operations.
During
July 2020, Tetra Tech EC, Inc. (“Tetra Tech”) filed a complaint in the United States District Court for the Northern District
of California (the “Court”) against CH2M Hill, Inc. (“CH2M”) and four subcontractors of CH2M, including the Company
(“Defendants”). The complaint alleges claims for negligence, negligent misrepresentation and equitable indemnification against
all defendants related to alleged damages suffered by Tetra Tech in respect of certain draft reports prepared by defendants at the request
of the U.S. Navy as part of an investigation and review of certain whistleblower complaints about Tetra Tech’s environmental restoration
at the Hunter’s Point Naval Shipyard in San Francisco.
CH2M
was hired by the Navy in 2016 to review Tetra Tech’s work. CH2M subcontracted with environmental consulting and cleanup firms Battelle
Memorial Institute, Cabrera Services, Inc., SC&A, Inc. and the Company to assist with the review, according to the complaint.
The
complaint alleges that the subject draft reports were prepared negligently and in a biased manner, made public, and caused damage to
Tetra Tech’s reputation; triggering related lawsuits and costing it opportunities for both government and commercial contracts.
The
Company has provided notice of this lawsuit to our insurance carrier. Our insurance carrier is providing a defense on our behalf in connection
with this lawsuit, subject to a $ 100,000 self-insured retention and the terms and limitations contained in the insurance policy.
On
January 7, 2021, Defendants’ motion to dismiss the complaint in its entirety was granted without prejudice, with leave to amend.
Tetra Tech subsequently filed a First Amended Complaint (“FAC”) and Defendants filed a motion to dismiss Tetra Tech’s
FAC. Tetra Tech filed an opposition to Defendant’s motion to dismiss Tetra Tech’s FAC. Defendants, subsequently filed a joint
reply to Tetra Tech’s motion in opposition. A decision and Order on Defendants’ motion to dismiss is pending from the Court.
At this time, the Company continues to believe it does not have any liability to Tetra Tech.
Insurance
The
Company has a 25 -year finite risk insurance policy entered into in June 2003 (“2003 Closure Policy”) with AIG Specialty Insurance
Company (“AIG”), which provides financial assurance to the applicable states for our permitted facilities in the event of
unforeseen closure. The 2003 Closure Policy, as amended, provides for a maximum allowable coverage of $ 28,177,000 which includes available
capacity to allow for annual inflation and other performance and surety bond requirements. Total coverage under the 2003 Closure Policy,
as amended, was $ 19,898,000 at June 30, 2021. At June 30, 2021 and December 31, 2020, finite risk sinking funds contributed by the Company
related to the 2003 Closure Policy which is included in other long term assets on the accompanying Consolidated Balance Sheets totaled
$ 11,467,000 and $ 11,446,000 , respectively, which included interest earned of $ 1,996,000 and $ 1,975,000 on the finite risk sinking funds
as of June 30, 2021 and December 31, 2020, respectively. Interest income for the three and six months ended June 30, 2021 was approximately
$ 2,000 and $ 21,000 , respectively. Interest income for the three and six months ended June 30, 2020 was approximately $ 27,000 and $ 83,000 ,
respectively. If we so elect, AIG is obligated to pay the Company an amount equal to 100 % of the finite risk sinking fund account balance
in return for complete release of liability from both the Company and any applicable regulatory agency using this policy as an instrument
to comply with financial assurance requirements.
Letter
of Credits and Bonding Requirements
From
time to time, the Company is required to post standby letters of credit and various bonds to support contractual obligations to customers
and other obligations, including facility closures. At June 30, 2021, the total amount of standby letters of credit outstanding was approximately
$ 3,020,000 and the total amount of bonds outstanding was approximately $ 43,561,000 .
17
10.
Discontinued Operations
The
Company’s discontinued operations consist of all our subsidiaries included in our previous Industrial Segment which encompasses
subsidiaries divested in 2011 and prior and three previously closed locations.
The
Company’s discontinued operations had net losses of $ 127 ,000 and $ 85 ,000 for the three months ended June 30, 2021 and 2020, respectively
(net of taxes of $ 0 for each period) and net losses of $ 242 ,000 and $ 199 ,000 for the six months ended June 30, 2021 and 2020, respectively,
(net of taxes of $ 0 for each period). The losses were primarily due to costs incurred in the administration and continued monitoring
of our discontinued operations. The Company’s discontinued operations had no revenues for each of the periods noted above.
The
following table presents the major class of assets of discontinued operations as of June 30, 2021 and December 31, 2020. No assets and
liabilities were held for sale at each of the periods noted.
Schedule of Disposal Groups, Including Discontinued Operation Balance Sheet
June
30,
December
31,
(Amounts
in Thousands)
2021
2020
Current
assets
Other
assets
$ 17
$ 22
Total
current assets
17
22
Long-term
assets
Property,
plant and equipment, net (1)
81
81
Other
assets
—
—
Total
long-term assets
81
81
Total
assets
$ 98
$ 103
Current
liabilities
Accounts
payable
$ 4
$ 4
Accrued
expenses and other liabilities
142
150
Environmental
liabilities
671
744
Total
current liabilities
817
898
Long-term
liabilities
Closure
liabilities
146
142
Environmental
liabilities
110
110
Total
long-term liabilities
256
252
Total
liabilities
$ 1,073
$ 1,150
(1)
net of accumulated depreciation of $ 10,000 for
each period presented.
11.
Operating Segments
In
accordance with ASC 280, “Segment Reporting”, the Company defines an operating segment as a business activity: (1) from which
we may earn revenue and incur expenses; (2) whose operating results are regularly reviewed by the chief operating decision maker (“CODM”)
to make decisions about resources to be allocated to the segment and assess its performance; and (3) for which discrete financial information
is available.
Our
reporting segments are defined as below:
TREATMENT
SEGMENT, which includes:
-
nuclear,
low-level radioactive, mixed waste (containing both hazardous and low-level radioactive constituents), hazardous and non-hazardous
waste treatment, processing and disposal services primarily through four uniquely licensed and permitted treatment and storage facilities;
and
-
Research
& Development (“R&D”) activities to identify, develop and implement innovative waste processing techniques for
problematic waste streams.
18
SERVICES
SEGMENT, which includes:
-
Technical
services, which include:
○
professional
radiological measurement and site survey of large government and commercial installations using advanced methods, technology and
engineering;
○
health
physics services including health physicists, radiological engineers, nuclear engineers and health physics technicians support to
government and private radioactive materials licensees;
○
integrated
Occupational Safety and Health services including industrial hygiene (“IH”) assessments; hazardous materials surveys,
e.g., exposure monitoring; lead and asbestos management/abatement oversight; indoor air quality evaluations; health risk and exposure
assessments; health & safety plan/program development, compliance auditing and training services; and Occupational Safety and
Health Administration (“OSHA”) citation assistance;
○
global
technical services providing consulting, engineering (civil, nuclear, mechanical, chemical, radiological and environmental), project
management, waste management, environmental, and decontamination and decommissioning field, technical, and management personnel and
services to commercial and government customers; and
○
waste
management services to commercial and governmental customers.
-
Nuclear
services, which include:
○
decontamination
and decommissioning (“D&D”) of government and commercial facilities impacted with radioactive material and hazardous
constituents including engineering, technology applications, specialty services, logistics, transportation, processing and disposal;
○
license
termination support of radioactive material licensed and federal facilities over the entire cycle of the termination process: project
management, planning, characterization, waste stream identification and delineation, remediation/demo, final status survey, compliance
demonstration, reporting, transportation, disposal and emergency response.
-
A
company owned equipment calibration and maintenance laboratory that services, maintains, calibrates, and sources (i.e., rental) health
physics, IH and customized nuclear, environmental, and occupational safety and health (“NEOSH”) instrumentation.
-
A
company owned gamma spectroscopy laboratory for the analysis of oil and gas industry solids and liquids.
MEDICAL
SEGMENT, which is currently involved on a limited basis in the R&D of the Company’s medical isotope production technology,
has not generated any revenue and has substantially reduced its R&D costs and activities due to the need for capital to fund these
activities. The Company anticipates that the Medical Segment will not resume full R&D activities until the necessary capital is obtained
through its own credit facility or additional equity raise, or obtains partners willing to provide funding for its R&D.
Our
reporting segments exclude our corporate headquarters and our discontinued operations (see “Note 10 – Discontinued Operations”)
which do not generate revenues.
19
The
table below presents certain financial information of our operating segments for the three and six months ended June 30, 2021 and 2020
(in thousands):
Schedule of Segment Reporting Information
Segment
Reporting for the Quarter Ended June 30, 2021
Treatment
Services
Medical
Segments
Total
Corporate
(1)
Consolidated
Total
Revenue
from external customers
$ 7,706
$ 8,439
—
$ 16,145
$ —
$ 16,145
Intercompany
revenues
319
32
—
351
—
—
Gross
profit (negative gross profit)
1,433
( 467 )
—
966
—
966
Research
and development
43
19
72
134
10
144
Interest
income
—
—
—
—
2
2
Interest
expense
( 18 )
—
—
( 18 )
( 47 )
( 65 )
Interest
expense-financing fees
—
—
—
—
( 9 )
( 9 )
Depreciation
and amortization
310
85
—
395
5
400
Segment
income (loss) before income taxes
471
( 1,292 )
( 72 )
( 893 )
4,027 (2)
3,134
Income
tax expense
3
10
—
13
—
13
Segment
income (loss)
468
( 1,302 )
( 72 )
( 906 )
4,027
3,121
Expenditures
for segment assets
270
10
—
280
9
289 (3)
Segment
Reporting for the Quarter Ended June 30, 2020
Treatment
Services
Medical
Segments
Total
Corporate
(1)
Consolidated
Total
Revenue
from external customers
$ 7,840
$ 14,207
—
$ 22,047
$ —
$ 22,047
Intercompany
revenues
446
5
—
451
—
—
Gross
profit
1,695
1,615
—
3,310
—
3,310
Research
and development
52
46
74
172
37
209
Interest
income
1
—
—
1
27
28
Interest
expense
( 28 )
( 4 )
—
( 32 )
( 67 )
( 99 )
Interest
expense-financing fees
—
—
—
—
( 60 )
( 60 )
Depreciation
and amortization
275
84
—
359
5
364
Segment
income (loss) before income taxes
750
1,031
( 74 )
1,707
( 1,456 )
251
Income
tax benefit
( 9 )
—
—
( 9 )
—
( 9 )
Segment
income (loss)
759
1,031
( 74 )
1,716
( 1,456 )
260
Expenditures
for segment assets
320
146
—
466
2
468 (4)
Segment
Reporting for the Six Months Ended June 30, 2021
Treatment
Services
Medical
Segments
Total
Corporate
(1)
Consolidated
Total
Revenue
from external customers
$ 15,201
$ 24,077
—
$ 39,278
$ —
$ 39,278
Intercompany
revenues
979
39
—
1,018
—
—
Gross
profit
2,358
964
—
3,322
—
3,322
Research
and development
90
32
149
271
24
295
Interest
income
—
—
—
—
21
21
Interest
expense
( 37 )
( 8 )
—
( 45 )
( 87 )
( 132 )
Interest
expense-financing fees
—
—
—
—
( 17 )
( 17 )
Depreciation
and amortization
620
170
—
790
9
799
Segment
income (loss) before income taxes
352
( 737 )
( 149 )
( 534 )
2,613 (2)
2,079
Income
tax (benefit) expense
( 14 )
10
—
( 4 )
—
( 4 )
Segment
income (loss)
366
( 747 )
( 149 )
( 530 )
2,613
2,083
Expenditures
for segment assets
627
14
—
641
9
650 (3)
Segment
Reporting for the Six Months Ended June 30, 2020
Treatment
Services
Medical
Segments
Total
Corporate
(1)
Consolidated
Total
Revenue
from external customers
$ 17,403
$ 29,504
—
$ 46,907
$ —
$ 46,907
Intercompany
revenues
653
13
—
666
—
—
Gross
profit
4,440
3,510
—
7,950
—
7,950
Research
and development
145
112
140
397
44
441
Interest
income
1
—
—
1
83
84
Interest
expense
( 46 )
( 10 )
—
( 56 )
( 163 )
( 219 )
Interest
expense-financing fees
—
—
—
—
( 129 )
( 129 )
Depreciation
and amortization
539
162
—
701
10
711
Segment
income (loss) before income taxes
2,297
2,349
( 140 )
4,506
( 2,933 )
1,573
Income
tax expense
5
—
—
5
—
5
Segment
income (loss)
2,292
2,349
( 140 )
4,501
( 2,933 )
1,568
Expenditures
for segment assets
1,000
361
—
1,361
5
1,366 (4)
(1)
Amounts reflect the activity for corporate headquarters not
included in the segment information.
(2)
Amounts includes approximately $ 5,381 ,000 of “Gain on
extinguishment of debt” recorded in connection with the Company’s PPP Loan which was forgiven by the SBA effective June 15,
2021 (see “Note 8 – Long Term Debt – PPP Loan” for information of this loan forgiveness).
(3)
Net of financed amount of $ 0 and $ 29,000 for the three and
six months ended June 30, 2021, respectively.
(4)
Net of financed amount of $ 51,000 and $ 132,000 for the three
and six months ended June 30, 2020, respectively.
20
12.
Income Taxes
The
Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities
available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.
The
Company had income tax expense of $ 13 ,000 and income tax benefit of $ 4 ,000 for continuing operations for the three and six months ended
June 30, 2021, respectively, and income tax benefit of $ 9 ,000 and income tax expense of $ 5 ,000 for continuing operations for the three
and six months ended June 30, 2020, respectively. The Company’s effective tax rates were approximately 0.4 % and 0.2 % for the three
and six months ended June 30, 2021, respectively, and 3.6 % and 0.3 % for the three and six months ended June 30, 2020, respectively. The
Company’s tax rate for each of the periods discussed above was impacted by the Company’s full valuation on its net deferred
tax assets.
13.
Variable Interest Entities (“VIE”)
The
Company and Engineering/Remediation Resources Group, Inc. (“ERRG”) previously entered into an unpopulated joint venture agreement
for project work bids within the Company’s Services Segment with the joint venture doing business as Perma-Fix ERRG, a general
partnership. The Company has a 51 % partnership interest in the joint venture and ERRG has a 49 % partnership interest in the joint venture.
The
Company determines whether joint ventures in which it has invested meet the criteria of a VIE at the start of each new venture and when
a reconsideration event has occurred. A VIE is a legal entity that satisfies any of the following characteristics: (a) the legal entity
does not have sufficient equity investment at risk; (b) the equity investors at risk as a group, lack the characteristics of a controlling
financial interest; or (c) the legal entity is structured with disproportionate voting rights.
The
Company consolidates a VIE if it is determined to be the primary beneficiary of the VIE. The primary beneficiary has both the power to
direct the activities of the VIE that most significantly impact the entity’s economic performance and the obligation to absorb
losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Based
on the Company’s evaluation of Perma-Fix ERRG and related agreements with Perma-Fix ERRG, the Company determined that Perma-Fix
ERRG continues to be a VIE in which the Company is the primary beneficiary. At June 30, 2021, Perma-Fix ERRG had total assets of $ 2,528 ,000
and total liabilities of $ 2,528 ,000 which are all recorded as current.
14.
Deferral of Employment Tax Deposits
The
Flexibility Act provides employers the option to defer the payment of an employer’s share of social security taxes beginning on
March 27, 2020 through December 31, 2020 with 50 % of the amount of social security taxes deferred to become due on December 31, 2021
with the remaining 50 % due on December 31, 2022. The Company elected to defer such taxes starting in mid-April 2020. At June 30, 2021,
the Company has deferred payment of approximately $ 1,252,000 in its share of social security taxes, of which approximately $ 626 ,000 is
included in “Other long-term liabilities,” with the remaining balance included in “Accrued expenses” within current
liabilities in the Company’s Consolidated Balance Sheets.
21
15.
Subsequent Events
Management
evaluated events occurring subsequent to June 30, 2021 through August 11, 2021, the date these consolidated financial statements were
available for issuance, and other than as noted below determined that no material recognizable subsequent events occurred.
2003
Plan
During
April 2021, the Company’s Board approved an amendment to the 2003 Plan which was approved by the Company’s Shareholders at
the Company’s Annual Meeting of Stockholders held on July 20, 2021 (the “Meeting”). The amendment provides, among other
things, the following:
●
The
number of shares of Common Stock available for issuance under the 2003 Plan was increased by an additional 500,000 shares;
●
Each
outside director is to be granted an option to purchase up to 10,000 shares of Common Stock on each date the director is reelected
to the Board;
●
Each
newly-elected outside director is to be granted an option to purchase up to 20,000 shares of Common Stock upon initial election to
the Board; and
●
Changes
to the vesting schedule of each option granted under the 2003 Plan to outside directors.
Upon
the approval of the amendment to the 2003 Plan as discussed above and upon the reelection of the Company’s seven outside directors
at the Meeting, the Company issued a NQSO to each of the Company’s seven reelected outside directors for the purchase of up to
10,000 shares of the Company’s Common Stock. Dr. Louis Centofanti, the Company’s EVP of Strategic Initiatives and also a
director, was not eligible to receive an option under the 2003 Plan as an employee of the Company. Each NQSO granted was for a contractual
term of ten years with one-fourth vesting annually over a four year period. The exercise price of the NQSO was $ 5.93 per share, which
was equal to the fair market value of the Company’s Common Stock the day preceding the grant date, pursuant to the 2003 Plan.
Credit
Facility
On
August 10, 2021, the Company entered into an amendment to its Loan Agreement with its lender which provided, among other things, the following:
●
waived
the Company’s failure to meet the minimum quarterly FCCR requirement for the second quarter of 2021;
●
removes
the quarterly FCCR testing requirement for the third quarter of 2021;
●
reinstates
the quarterly FCCR testing requirement starting for the fourth quarter of 2021 and revises the methodology to be used in calculating
the FCCR for the quarters ending December 31, 2021, March 31, 2022, and June 30, 2022 (with no change to the minimum 1.15:1 ratio
requirement for each quarter) ; and
●
requires
maintenance of a minimum $ 3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for the
quarter ended December 31, 2021 has been met and certified to the lender.
In
connection with the amendment, the Company paid its lender a fee of $ 15,000 . All other terms of the Loan Agreement remains principally
unchanged.
22
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking
Statements
Certain
statements contained within this report may be deemed “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, the “Private
Securities Litigation Reform Act of 1995”). All statements in this report other than a statement of historical fact are forward-looking
statements that are subject to known and unknown risks, uncertainties and other factors, which could cause actual results and performance
of the Company to differ materially from such statements. The words “believe,” “expect,” “anticipate,”
“intend,” “will,” and similar expressions identify forward-looking statements. Forward-looking statements contained
herein relate to, among other things,
●
demand
for our services;
●
reductions
in the level of government funding in future years;
●
R&D
activity and necessary capital of our Medical Segment;
●
reducing
operating costs and non-essential expenditures;
●
ability
to meet loan agreement covenant requirements;
●
cash
flow requirements;
●
accounts
receivable impact and collections;
●
sufficient
liquidity to continue business;
●
future
results of operations and liquidity;
●
effect
of economic disruptions on our business;
●
curtail
capital expenditures;
●
government
funding for our services;
●
may
not have liquidity to repay debt if our lender accelerates payment of our borrowings;
●
manner
in which the applicable government will be required to spend funding to remediate various sites;
●
funding
operations;
●
fund
capital expenditures from cash from operations and/or financing;
●
impact
from COVID-19;
●
procurement
actions and contract awards;
●
waste receipts and contract awards in the second half of 2021;
●
returns in waste shipments;
●
fund
remediation expenditures for sites from funds generated internally;
●
collection
of accounts receivables;
●
compliance
with environmental regulations;
●
potential
effect of being a PRP;
●
potential
sites for violations of environmental laws and remediation of our facilities;
●
continuation
of contracts with federal government;
●
partial
or full shutdown of any of our facilities;
●
continued
waste shipments delays by clients; and
●
R&D
costs.
While
the Company believes the expectations reflected in such forward-looking statements 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 report, including, but not limited to:
●
general
economic conditions;
●
contract
bids, including international markets;
●
material
reduction in revenues;
●
inability
to meet PNC covenant requirements;
●
inability
to collect in a timely manner a material amount of receivables;
23
●
increased
competitive pressures;
●
inability
to maintain and obtain required permits and approvals to conduct operations;
●
public
not accepting our new technology;
●
inability
to develop new and existing technologies in the conduct of operations;
●
inability
to maintain and obtain closure and operating insurance requirements;
●
inability
to retain or renew certain required permits;
●
discovery
of additional contamination or expanded contamination at any of the sites or facilities leased or owned by us or our subsidiaries
which would result in a material increase in remediation expenditures;
●
delays
at our third-party disposal site can extend collection of our receivables greater than twelve months;
●
refusal
of third-party disposal sites to accept our waste;
●
changes
in federal, state and local laws and regulations, especially environmental laws and regulations, or in interpretation of such;
●
requirements
to obtain permits for TSD activities or licensing requirements to handle low level radioactive materials are limited or lessened;
●
potential
increases in equipment, maintenance, operating or labor costs;
●
management
retention and development;
●
financial
valuation of intangible assets is substantially more/less than expected;
●
the
requirement to use internally generated funds for purposes not presently anticipated;
●
inability
to continue to be profitable on an annualized basis;
●
inability
of the Company to maintain the listing of its Common Stock on the NASDAQ;
●
terminations
of contracts with government agencies (domestic and foreign) or subcontracts involving government agencies (domestic or foreign),
or reduction in amount of waste delivered to the Company under the contracts or subcontracts;
●
renegotiation
of contracts involving government agencies (domestic and foreign);
●
federal
government’s inability or failure to provide necessary funding to remediate contaminated federal sites;
●
disposal
expense accrual could prove to be inadequate in the event the waste requires re-treatment;
●
inability
to raise capital on commercially reasonable terms;
●
inability
to increase profitable revenue;
●
impact
of the COVID-19;
●
delays in waste shipments and contract awards;
●
new
governmental regulations;
●
lender
refuses to waive non-compliance or revise our covenant so that we are in compliance; and
●
risk
factors and other factors set forth in “Special Note Regarding Forward-Looking Statements” contained in the Company’s
2020 Form 10-K and the “Forward-Looking Statements” contained in the “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” (“MD&A”) of the first quarter 2021 Form 10-Q and this second
quarter 2021 Form 10-Q.
COVID-19
Impact
Our
management team continues to proactively update our ongoing business operations and safety plans in an effort to mitigate any potential
impact of COVID-19. We continue to remain focused on protecting the health and well-being of our employees and the communities in which
we operate while assuring the continuity of our business operations, particularly in light of emerging new variants of the virus. Similar
to most of the U.S., we have relaxed COVID-19 precautions associated with operations since more people have become vaccinated, including
our employees. However, our Treatment Segment continues to see unexpected delays in waste shipments from certain customers due to impacts
of COVID-19. We expect to see returns in waste receipts from these customers starting in the second half of 2021. Within our
Services Segment, we continue to experience delays in procurement actions and contract awards resulting primarily from the impact of
COVID-19 but have recently begun to receive new contract awards. Within our Treatment and Services Segments, we have an unprecedented
number of bids currently submitted and awaiting awards. We expect procurement actions and contract awards to continue throughout the
second half of 2021.
24
As
the situations surrounding COVID-19 continues to remain fluid, the full impact and extent of the pandemic on our financial results and
liquidity cannot be estimated with any degree of certainty. We continue to closely monitor the impact of the COVID-19 pandemic on all
aspects of our business, including our customers’ payment performance. However, since a significant portion of our revenues is
derived from government related contracts, we do not expect our accounts receivable collections to be materially impacted due to COVID-19.
At this time, we believe we have sufficient liquidity on hand to continue
business operations during the next twelve months. At June 30, 2021, our borrowing availability under our revolving credit facility was
approximately $9,550,000 which was based on a percentage of eligible receivables and subject to certain reserves. We continue to assess
the need in reducing operating costs during this volatile time, which may include curtailing capital expenditures, eliminating non-essential
expenditures and implementing a hiring freeze as needed. Based on our current projection, we believe that we will be able to meet our
current covenant requirements under our loan agreement for the next twelve months, however, such may not be the case due to, among other
things, the uncertainty of COVID on our operations and/or delays in procurement actions, contract awards, or waste shipments.
Overview
Our overall revenue decreased $5,902,000 or 26.8% to $16,145,000 for the
three months ended June 30, 2021 from $22,047,000 for the corresponding period of 2020 due primarily from the impact of COVID-19. The
revenue decrease was primarily within our Services Segment where revenue decreased by approximately $5,768,000 or 40.6% to $8,439,000
for the three months ended June 30, 2021 from $14,207,000 for the corresponding period of 2020 primarily due to delays in procurement
actions and contract awards resulting primarily from the impact of COVID-19. The completion of a certain large project in the Services
Segment in the second quarter exacerbated the decrease in revenue. Revenue within our Treatment Segment decreased $134,000 or 1.7%. Our
Treatment Segment’s revenue has been negatively impacted by continued waste shipment delays from certain customers since the latter
part of the first quarter of 2020 at the start of the pandemic. However, we expect to see returns in waste
receipts from these customers starting in the second half of 2021. Gross profit decreased $2,344,000 or 70.8% primarily due to
decreases in revenues in both segments as described above. Selling, General, and Administrative (“SG&A”) expenses increased
by approximately 297,000 or 11.0% for the three months ended June 30, 2021 as compared to the corresponding period of 2020.
Our overall revenue decreased $7,629,000 or 16.3% to $39,278,000 for the
six months ended June 30, 2021 from $46,907,000 for the corresponding period of 2020. Services Segment revenue decreased by $5,427,000
or 18.4% to $24,077,000 for the six months ended June 30, 2021 from $29,504,000 for the corresponding period of 2020 primarily due to
delays in procurement actions and contract awards as discussed above. Additionally, as discussed above, the completion of a certain large
project in the Services Segment in the second quarter of 2021 exacerbated the decrease in revenue. Treatment Segment revenue decreased
by $2,202,000 or 12.7% to $15,201,000 for the six months ended June 30, 2021 from $17,403,000 for the corresponding period of 2020 primarily
due to continued delays in waste shipments from certain customers as discussed above. Total gross profit decreased $4,628,000 or 58.2%
for the six months ended June 30, 2021 as compared to the corresponding period of 2020. Total SG&A expenses increased $575,000 or
10.2% for the six months ended June 30, 2021 as compared to the corresponding period of 2020.
Our
working capital was $3,394,000 at June 30, 2021 as compared to working capital of $3,672,000 at December 31, 2020. Our working capital
was negatively impacted by revenue decreases in both Segments. However, the forgiveness of our Paycheck Protection Program (“PPP”)
Loan, along with accrued interest, by the U.S. Small Business Administration (“SBA”) had a positive impact to our working
capital (see “The CARES Act – PPP Loan” within this MD&A for a discussion of this loan forgiveness).
25
Business
Environment
Our
Treatment and Services Segments’ business continues to be heavily dependent on services that we provide to governmental clients,
primarily as subcontractors for others who are prime contractors to government entities or directly as the prime contractor. We believe
demand for our services will continue to be subject to fluctuations due to a variety of factors beyond our control, including, without
limitation, the economic conditions, the manner in which the applicable government will be required to spend funding to remediate various
sites, and/or the impact resulting from COVID-19 as discussed above. In addition, our governmental contracts and subcontracts relating
to activities at governmental sites in the United States are generally subject to termination or renegotiation on 30 days’ notice
at the government’s option, and our governmental contracts/task orders with the Canadian government authorities allow the authorities
to terminate the contract/task orders at any time for convenience. Significant reductions in the level of governmental funding or specifically
mandated levels for different programs that are important to our business could have a material adverse impact on our business, financial
position, results of operations and cash flows. As previously disclosed, our Medical Segment has not generated any revenues and has substantially
reduced its R&D costs and activities due to the need for capital to fund such activities. We anticipate that our Medical Segment
will not resume full R&D activities until it obtains the necessary funding through obtaining its own credit facility or additional
equity raise or obtaining new partners willing to fund its R&D activities. If the Medical Segment is unable to raise the necessary
capital, the Medical Segment could be required to further reduce, delay or eliminate its R&D program.
We
are continually reviewing methods to raise additional capital to supplement our liquidity requirements, when needed, and reducing our
operating costs. We continue to aggressively bid on various contracts, including potential contracts within the international markets.
Results
of Operations
The
reporting of financial results and pertinent discussions are tailored to our three reportable segments: The Treatment, Services, and
Medical Segments. Our Medical Segment has not generated any revenue and all costs incurred are included within R&D.
Summary
– Three and Six Months Ended June 30, 2021 and 2020
Three
Months Ended
Six
Months Ended
June
30,
June
30,
Consolidated
(amounts in thousands)
2021
%
2020
%
2021
%
2020
%
Net
revenues
$ 16,145
100.0
$ 22,047
100.0
$ 39,278
100.0
$ 46,907
100.0
Cost
of goods sold
15,179
94.0
18,737
85.0
35,956
91.5
38,957
83.1
Gross
profit
966
6.0
3,310
15.0
3,322
8.5
7,950
16.9
Selling,
general and administrative
2,997
18.6
2,700
12.2
6,202
15.8
5,627
12.0
Research
and development
144
.9
209
.9
295
.8
441
.9
(Gain)
loss on disposal of property and equipment
—
—
(4 )
—
—
—
27
—
(Loss)
income from operations
(2,175 )
(13.5 )
405
1.9
(3,175 )
(8.1 )
1,855
4.0
Interest
income
2
—
28
.1
21
—
84
.2
Interest
expense
(65 )
(.4 )
(99 )
(.5 )
(132 )
(.3 )
(219 )
(.5 )
Interest
expense-financing fees
(9 )
—
(60 )
(.3 )
(17 )
—
(129 )
(.3 )
Other
—
—
4
—
1
—
9
—
Gain
(loss) on extinuishment of debt
5,381
33.3
(27 )
(.1 )
5,381
13.7
(27 )
—
Income
from continuing operations before taxes
3,134
19.4
251
1.1
2,079
5.3
1,573
3.4
Income
tax expense (benefit)
13
.1
(9 )
(.1 )
(4 )
—
5
—
Income
(loss) from continuing operations
$ 3,121
19.3
$ 260
1.2
$ 2,083
5.3
$ 1,568
3.4
26
Revenues
Consolidated
revenues decreased $5,902,000 for the three months ended June 30, 2021, compared to the three months ended June 30, 2020, as follows:
(In
thousands)
2021
%
Revenue
2020
%
Revenue
Change
%
Change
Treatment
Government
waste
$ 5,102
31.6
$ 5,559
25.2
$ (457 )
(8.2 )
Hazardous/non-hazardous
(1)
1,317
8.1
938
4.3
379
40.4
Other
nuclear waste
1,287
8.0
1,343
6.1
(56 )
(4.2 )
Total
7,706
47.7
7,840
35.6
(134 )
(1.7 )
Services
Nuclear
services
8,052
49.9
13,776
62.5
(5,724 )
(41.6 )
Technical
services
387
2.4
431
1.9
(44 )
(10.2 )
Total
8,439
52.3
14,207
64.4
(5,768 )
(40.6 )
Total
$ 16,145
100.0
$ 22,047
100.0
$ (5,902 )
(26.8 )
1)
Includes wastes generated by government clients of $544,000 and $496,000 for the three month ended June 30, 2021 and the corresponding
period of 2020, respectively.
Treatment Segment revenue decreased $134,000 or 1.7% for the three months
ended June 30, 2021 over the same period in 2020. The revenue decrease was attributed primarily to lower revenue from government waste
generators resulting from lower waste volume. The increase in hazardous/non hazardous waste was primarily due to higher averaged price
waste. Our Treatment Segment revenue has been negatively impacted by continued waste shipment delays from certain customers since the
latter part of the first quarter of 2020 at the start of the COVID-19 pandemic. Services Segment revenue decreased by approximately $5,768,000
or 40.6%. As previously disclosed, our Services Segment revenue for the second quarter was impacted primarily by delays in procurement
actions and contract awards resulting from the impact of COVID-19. Our Services Segment revenues are project based; as such, the scope,
duration and completion of each project vary. As a result, our Services Segment revenues are subject to differences relating to timing
and project value.
Consolidated
revenues decreased $7,629,000 for the six months ended June 30, 2021, as compared to the six months ended June 30, 2020, as follows:
(In
thousands)
2021
%
Revenue
2020
%
Revenue
Change
%
Change
Treatment
Government
waste
$ 9,489
24.1
$ 12,626
26.9
$ (3,137 )
(24.8 )
Hazardous/non-hazardous
(1)
2,628
6.7
2,462
5.3
166
6.7
Other
nuclear waste
3,084
7.9
2,315
4.9
769
33.2
Total
15,201
38.7
17,403
37.1
(2,202 )
(12.7 )
Services
Nuclear
services
23,132
58.9
28,611
61.0
(5,479 )
(19.1 )
Technical
services
945
2.4
893
1.9
52
5.8
Total
24,077
61.3
29,504
62.9
(5,427 )
(18.4 )
Total
$ 39,278
100.0
$ 46,907
100.0
$ (7,629 )
(16.3 )
1)
Includes wastes generated by government clients of $1,289,000 and $1,119,000 for the six month ended June 30, 2021 and the corresponding
period of 2020, respectively.
27
Treatment
Segment revenue decreased $2,202,000 or 12.7 % for the six months ended June 30, 2021 over the same period in 2020 primarily due to lower
waste volume. As previously disclosed, since the latter part of the first quarter of 2020 at the start of the pandemic, revenue within
our Treatment Segment has been impacted by waste shipment delays from certain customers primarily due to the impact of COVID-19. Within
our Treatment Segment, revenue generated from other nuclear waste increased primarily due to higher waste volume generated from commercial
customers. Services Segment revenue decreased $5,427,000 or 18.4% for the six months ended June 30, 2021 over the same period in 2020.
As previously disclosed, our Services Segment revenue for the first six months of 2021 was impacted by delays in procurement actions
and contract awards resulting primarily from the impact of COVID-19. Also, our Services Segment revenues are project based; as such,
the scope, duration and completion of each project vary. As a result, our Services Segment revenues are subject to differences relating
to timing and project value.
Cost
of Goods Sold
Cost
of goods sold decreased $3,558,000 for the quarter ended June 30, 2021, as compared to the quarter ended June 30, 2020, as follows:
%
%
(In
thousands)
2021
Revenue
2020
Revenue
Change
Treatment
$ 6,273
81.4
$ 6,145
78.4
$ 128
Services
8,906
105.5
12,592
88.6
(3,686 )
Total
$ 15,179
94.0
$ 18,737
85.0
$ (3,558 )
Cost
of goods sold for the Treatment Segment increased by approximately $128,000 or 2.1%. Treatment Segment’s variable costs increased
by approximately $136,000 primarily in disposal, transportation, material and supplies and outside services. Treatment
Segment’s overall fixed costs were slightly lower by approximately $8,000 resulting from the following: payroll related expenses
were lower by approximately $54,000; maintenance expenses were lower by $54,000; general expenses were higher by $52,000 in various categories;
depreciation expenses were higher by approximately $35,000 due to more financed leases; and travel expenses were higher by approximately
$13,000 due to ease of travel restrictions since the start of the pandemic. Services Segment cost of goods sold decreased $3,686,000
or 29.3% primarily due to lower revenue. The decrease in cost of goods sold was primarily due to lower salaries/payroll related, travel,
and outside services expenses totaling approximately $3,177,000 with the remaining lower costs in material and supplies, disposal, regulatory,
and general expenses. Included within cost of goods sold is depreciation and amortization expense of $394,000 and $358,000 for the three
months ended June 30, 2021, and 2020, respectively.
Cost
of goods sold decreased $3,001,000 for the six months ended June 30, 2021, as compared to the six months ended June 30, 2020, as follows:
%
%
(In
thousands)
2021
Revenue
2020
Revenue
Change
Treatment
$ 12,843
84.5
$ 12,963
74.5
$ (120 )
Services
23,113
96.0
25,994
88.1
(2,881 )
Total
$ 35,956
91.5
$ 38,957
83.1
$ (3,001 )
Cost
of goods sold for the Treatment Segment decreased by approximately $120,000 or 0.9%. Treatment Segment’s variable costs decreased
by approximately $289,000 primarily in disposal, transportation, material and supplies and outside services due to lower revenue. Treatment
Segment’s overall fixed costs were higher by approximately $169,000 resulting from the following: general expenses were higher
by $171,000 in various categories; depreciation expenses were higher by approximately $80,000 due to more financed leases; regulatory
expenses were higher by approximately $23,000; maintenance expenses were lower by $89,000; and travel expenses were lower by $16,000
due to restrictions implemented from the impact of COVID-19. Services Segment cost of goods sold decreased $2,881,000 or 11.1% primarily
due to lower revenue. The decrease in cost of goods sold was primarily due to lower salaries/payroll related, travel, and outside services
expenses totaling approximately $2,082,000 with the remaining lower costs in material and supplies, disposal, regulatory, and general
expenses. Included within cost of goods sold is depreciation and amortization expense of $787,000 and $699,000 for the six months ended
June 30, 2021, and 2020, respectively.
28
Gross
Profit (Negative Gross Profit)
Gross
profit for the quarter ended June 30, 2021 decreased $2,344,000 over the same period in 2020, as follows:
%
%
(In
thousands)
2021
Revenue
2020
Revenue
Change
Treatment
$ 1,433
18.6
$ 1,695
21.6
$ (262 )
Services
(467 )
(5.5 )
1,615
11.4
(2,082 )
Total
$ 966
6.0
$ 3,310
15.0
$ (2,344 )
Treatment
Segment gross profit decreased by $262,000 and gross margin decreased to 18.6% from 21.6% primarily due to lower revenue from lower waste
volume and the impact of our fixed costs. Services Segment gross profit decreased by $2,082,000 or 128.9% and gross margin decreased
from 11.4% to a negative 5.5% primarily due to lower revenue. Our overall Services Segment gross margin is impacted by our current projects
which are competitively bid on and will therefore, have varying margin structures.
Gross
profit for the six months ended June 30, 2021 decreased $4,628,000 over 2020, as follows:
%
%
(In
thousands)
2021
Revenue
2020
Revenue
Change
Treatment
$ 2,358
15.5
$ 4,440
25.5
$ (2,082 )
Services
964
4.0
3,510
11.9
(2,546 )
Total
$ 3,322
8.5
$ 7,950
16.9
$ (4,628 )
Treatment
Segment gross profit decreased by $2,082,000 and gross margin decreased to 15.5% from 25.5% primarily due to lower revenue from lower
waste volume and the impact of our fixed costs. Services Segment gross profit decreased by $2,546,000 or 72.5% and gross margin decreased
from 11.9% to 4.0% primarily due to lower revenue. Our overall Services Segment gross margin is impacted by our current projects which
are competitively bid on and will therefore, have varying margin structures.
SG&A
SG& A
expenses increased $297,000 for the three months ended June 30, 2021, as compared to the corresponding period for 2020, as follows:
(In
thousands)
2021
%
Revenue
2020
%
Revenue
Change
Administrative
$ 1,291
—
$ 1,296
—
$ (5 )
Treatment
901
11.7
867
11.1
34
Services
805
9.5
537
3.8
268
Total
$ 2,997
18.6
$ 2,700
12.2
$ 297
The
overall increase in SG&A was primarily within our Services Segment where SG&A expenses increased by approximately $268,000. The
increase in SG&A expenses within our Services Segment was primarily due to the following: salaries and payroll related expenses were
higher by approximately $185,000 primarily due to increased hours spent for bid and proposals and higher healthcare costs; travel expenses
were higher by approximately $12,000 due to ease of travel restrictions since the start of the pandemic; outside services expenses were
higher by approximately $92,000 primarily due to more consulting matters related to bid and proposals; and general expenses were lower
by approximately $21,000. Administrative SG&A expenses were slightly lower primarily due to the following: payroll related expenses
were lower by approximately $98,000 primarily due to forfeiture of 401(k) plan matching funds contributed by us for former employees
who failed to meet the 401(k) plan vesting requirements; director fees were higher by approximately $60,000 resulting from one additional
director and fee increases that went into effect January 1, 2021; travel expenses were higher by approximately $13,000 due to ease of
travel restrictions since the pandemic; outside services expenses were higher by approximately $14,000 resulting from more consulting/subcontract/legal
matters; and general expenses were slightly higher by approximately $6,000. Treatment Segment SG&A expenses were higher due to the
following: bad debt expenses were higher by approximately $69,000 as in the second quarter of 2020, certain customer accounts which had
previously been reserved for were collected; travel expenses were slightly higher by approximately $5,000 due to ease of travel restrictions
since the start of the pandemic; general expenses were slightly higher by approximately $10,000; and salaries and payroll related expenses
were lower by approximately $50,000. Included in SG&A expenses is depreciation and amortization expense of $6,000 and $6,000 for
the three months ended June 30, 2021, and 2020, respectively.
29
SG& A
expenses increased $575,000 for the six months ended June 30, 2021, as compared to the corresponding period for 2020, as follows:
(In
thousands)
2021
%
Revenue
2020
%
Revenue
Change
Administrative
$ 2,662
—
$ 2,655
—
$ 7
Treatment
1,880
12.4
1,928
11.1
(48 )
Services
1,660
6.9
1,044
3.5
616
Total
$ 6,202
15.8
$ 5,627
12.0
$ 575
The
overall increase in SG&A was primarily within our Services Segment where SG&A expenses increased by approximately $616,000. The
increase in SG&A expenses within our Services Segment was primarily due to the following: salaries and payroll related expenses were
higher by approximately $371,000 primarily due to increased hours spent for bid and proposals; outside services expenses were higher
by approximately $192,000 due to more consulting matters related to bid and proposals; bad debt expenses were higher by approximately
$40,000 as in the first quarter of 2020, certain customer accounts which had previously been reserved for were collected; and general
expenses were slightly higher by $13,000. Administrative SG&A expenses were slightly higher primarily due to the following: director
fees were higher by approximately $119,000 resulting from one additional director and fee increases that went into effect January 1,
2021; general expenses were slightly higher by approximately $5,000; payroll related expenses were lower by approximately $79,000 primarily
due to forfeiture of 401(k) plan matching funds contributed by us for former employees which failed to meet the 401(k) plan vesting requirements;
travel expenses were lower by approximately $10,000 due to less travel due to COVID-19; and outside services expenses were lower by approximately
$28,000 resulting from fewer consulting/subcontract/legal matters. Treatment Segment SG&A expenses were lower due to the following:
travel expenses were lower by approximately $44,000 due to less travel resulting from COVID-19; general expenses were lower by $101,000
in various categories; bad debt expenses were higher by approximately $50,000 as in the second quarter of 2020, certain customer accounts
which had previously been reserved for were collected; salaries and payroll related expenses were higher by approximately $36,000 due
to increased hours spent on bid and proposals and higher healthcare costs; and outside services expenses were higher by approximately
$11,000 primarily due to more consulting matters. Included in SG&A expenses is depreciation and amortization expense of $12,000 and
$12,000 for the six months ended June 30, 2021 and 2020, respectively.
R&D
R&D
expenses decreased $65,000 and $146,000 for the three and six months ended June 30, 2021, respectively, as compared to the corresponding
period of 2020.
Three
Months Ended June 30,
Six
Months Ended June 30,
(In
thousands)
2021
2020
Change
2021
2020
Change
Administrative
$ 10
$ 37
$ (27 )
$ 24
$ 44
$ (20 )
Treatment
43
52
(9 )
90
145
(55 )
Services
19
46
(27 )
32
112
(80 )
PF
Medical
72
74
(2 )
149
140
9
Total
$ 144
$ 209
$ (65 )
$ 295
$ 441
$ (146 )
30
R&D
costs consist primarily of employee salaries and benefits, laboratory costs, third party fees, and other related costs associated with
the development of new technologies and technological enhancement of new potential waste treatment processes.
Interest
Income
Interest
income decreased by approximately $26,000 and $63,000 for the three and six months ended June 30, 2021, respectively, as compared to
the corresponding period of 2020 primarily due to lower interest earned from lower finite risk sinking fund.
Interest
Expense
Interest
expense decreased by approximately $34,000 and $87,000 for the three and six months ended June 30, 2021, respectively, as compared to
the corresponding period of 2020 primarily due to lower interest expense from our declining term loan balance outstanding and lower interest
rate. Also, interest expense was lower resulting from the payoff of the $2,500,000 loan at year end 2020 that we had previously entered
into with Robert Ferguson on April 1, 2019.
Interest
Expense- Financing Fees
Interest
expense-financing fees decreased by approximately $51,000 and $112,000 for the three and six months ended June 30, 2021, respectively,
as compared to the corresponding period 2020 primarily due to debt discount/debt issuance costs that became fully amortized as financing
fees at year end 2020 in connection with the issuance of our Common Stock and a purchase Warrant as consideration for us receiving the
$2,500,000 loan from Robert Ferguson dated April 1, 2019.
Liquidity
and Capital Resources
Our cash flow requirements during the six months ended June 30, 2021 were
primarily financed by our operations, cash on hand and credit facility availability. Subject to the impact of COVID-19 as discussed above,
our cash flow requirements for the next twelve months will consist primarily of general working capital needs, scheduled principal payments
on our debt obligations, remediation projects, and planned capital expenditures. We plan to fund these requirements from our operations,
credit facility availability, our capital expenditure line, cash on hand and, if deemed appropriate, other sources available to us. We
are continually reviewing operating costs and reviewing the possibility of further reducing operating costs and non-essential expenditures
to bring them in line with revenue levels, when necessary. At this time, we believe that our cash flows from operations, our available
liquidity from our credit facility, our capital expenditure line and our cash on hand should be sufficient to fund our operations for
the next twelve months. However, due to the uncertainty of COVID-19, continued delays in waste shipments from certain customers, delays
in procurement actions and contract awards, and/or certain reserves that our lender has placed (see the amendment that we entered into
with our lender in August 2021 in “Financing Activities” below) or may place in the future against our revolving line of credit,
there are no assurances such will be the case. As a result, we continue to explore all sources, including,
but not limited to, selling additional stock of ours under our currently effective shelf registration, to increase our capital or supplement
our liquidity requirements and working capital. As previously disclosed, our Medical Segment, which has not generated any revenues,
has substantially reduced its R&D costs and activities due to the need for capital to fund such activities. We continue to seek various
sources of potential funding for our Medical Segment. We anticipate that our Medical Segment will not resume full R&D activities until
it obtains the necessary funding through obtaining its own credit facility or additional equity raise or obtaining new partners willing
to fund its R&D activities. If the Medical Segment is unable to raise the necessary capital, the Medical Segment could be required
to further reduce, delay or eliminate its R&D program.
31
The
following table reflects the cash flow activities during the first six months of 2021:
(In
thousands)
Cash
provided by operating activities of continuing operations
$ 803
Cash
used in operating activities of discontinued operations
(315 )
Cash
used in investing activities of continuing operations
(649 )
Cash
used in financing activities of continuing operations
(439 )
Effect
of exchange rate changes in cash
9
Decrease
in cash and finite risk sinking fund (restricted cash)
$ (591 )
At
June 30, 2021, we were in a positive cash position with no revolving credit balance. At June 30, 2021, we had cash on hand of approximately
$7,312,000, which includes account balances of our foreign subsidiaries totaling approximately $675,000.
Operating
Activities
Accounts
receivable, net of allowances for doubtful accounts, totaled $9,244,000 at June 30, 2021, a decrease of $415,000 from the December 31,
2020 balance of $9,659,000. The decrease was primarily due to timing of accounts receivable collection and timing of invoicing. Our contracts
with our customers are subject to various payment terms and conditions; therefore, our accounts receivable are impacted by these terms
and conditions and the related timing of accounts receivable collections. Additionally, contracts with our customers may sometimes result
in modifications which can cause delays in collections.
Unbilled
receivables totaled $7,332,000 at June 30, 2021, a decrease of $7,121,000 from the December 31, 2020 balance of $14,453,000. The decrease
in unbilled receivables was primarily within our Services Segment due to invoicing and collection of accounts receivable on certain large
projects which have been completed or are near completion.
Accounts
payable, totaled $11,511,000 at June 30, 2021, a decrease of $3,871,000 from the December 31, 2020 balance of $15,382,000. Our accounts
payable are impacted by the timing of payments as we are continually managing payment terms with our vendors to maximize our cash position
throughout all segments.
We
had working capital of $3,394,000 (which included working capital of our discontinued operations) at June 30, 2021, as compared to working
capital of $3,672,000 at December 31, 2020. Our working capital was primarily negatively impacted by lower revenue generated within both
of our segments in the first six months of 2021. However, this negative impact to our working capital was positively impacted by the
forgiveness of the entire balance of our PPP Loan, along with accrued interest, by the SBA effective June 15, 2021 (see “CARES
Act – PPP Loan” for information on this loan”).
Investing
Activities
For
the six months ended June 30, 2021, our purchases of capital equipment totaled approximately $679,000, of which $29,000 was subject to
financing, with the remaining funded from cash from operations and our credit facility. We have budgeted approximately $2,000,000 for
2021 capital expenditures primarily for our Treatment and Services Segments to maintain operations and regulatory compliance requirements
and support revenue growth. Certain of these budgeted projects may either be delayed until later years or deferred altogether. We plan
to fund our capital expenditures from cash from operations and/or financing. The initiation and timing of projects are also determined
by financing alternatives or funds available for such capital projects.
Financing
Activities
We
entered into a Second Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated May 8, 2020 (“Loan Agreement”),
with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement provides us with the following credit
facility with a maturity date of March 15, 2024: (a) up to $18,000,000 revolving credit (“revolving credit”) and (b) a term
loan (“term loan”) of approximately $1,742,000, requiring monthly installments of $35,547. The maximum that we can borrow
under the revolving credit is based on a percentage of eligible receivables (as defined) at any one time reduced by outstanding standby
letters of credit and borrowing reductions that our lender may impose from time to time.
32
On
May 4, 2021, we entered into an amendment to our Loan Agreement with our lender which provided the following, among other things:
●
revised
our fixed charge coverage ratio (“FCCR”) calculation requirement which allows for the add-back of approximately $5,318,000
in eligible expenses that were incurred and covered by the PPP Loan that we received in 2020. The add-back is to be applied retroactively
to the second and third quarters of 2020. (see below for a discussion of the PPP Loan); and
●
a
capital expenditure line of up to $1,000,000 with advances on the line, subject to certain limitations, permitted for up to twelve
months starting May 4, 2021 (the “Borrowing Period”). Only interest is payable on advances during the Borrowing Period
(see annual rate of interest below on the capital expenditure line). At the end of the Borrowing Period, the total amount advanced
under the line will amortize equally based on a five-year amortization schedule with principal payment due monthly plus interest.
At the maturity date of the Loan Agreement, any unpaid principal balance plus interest, if any, will become due. No advance on the
capital line has been made as of June 30, 2021.
In
connection with the amendment, we paid our lender a fee of $15,000.
Pursuant
to our Loan Agreement, as amended, payment of annual rate of interest due on the revolving credit is at prime (3.25% at June 30, 2021)
plus 2% or London InterBank Offer Rate (“LIBOR”) plus 3.00% and the term loan and capital expenditure line at prime plus
2.50% or LIBOR plus 3.50%. Under the LIBOR option of interest payment, a LIBOR floor of 0.75% applies in the event that LIBOR falls below
0.75% at any point in time.
On
August 10, 2021, we entered into an amendment to our Loan Agreement with our lender which provided, among other things, the following:
●
waived
our failure to meet the minimum quarterly FCCR requirement for the second quarter of 2021;
●
removes
the quarterly FCCR testing requirement for the third quarter of 2021;
●
reinstates
the quarterly FCCR testing requirement starting for the fourth quarter of 2021 and revises the methodology to be used in calculating
the FCCR for the quarters ending December 31, 2021, March 31, 2022, and June 30, 2022 (with no change to the minimum 1.15:1 ratio
requirement for each quarter); and
●
requires
maintenance of a minimum of $3,000,000 in borrowing availability under the revolving credit until the minimum FCCR requirement for
the quarter ended December 31, 2021 has been met and certified to the lender.
In
connection with the amendment, we paid our lender a fee of $15,000.
We
may terminate our Loan Agreement upon 90 days’ prior written notice upon payment in full of our obligations under the Loan Agreement.
We agreed to pay PNC 1.0% of the total financing had we paid off our obligations on or before May 7, 2021 and 0.5% of the total financing
if we pay off our obligations after May 7, 2021 but prior to or on May 7, 2022. No early termination fee will apply if we pay off our
obligations under the Loan Agreement after May 7, 2022.
33
At
June 30, 2021, the borrowing availability under our revolving credit was approximately $9,550,000, based on our eligible receivables
and includes a reduction in borrowing availability of approximately $3,020,000 from outstanding standby letters of credit.
Our
credit facility under our Loan Agreement, as amended, with PNC contains certain financial covenants, along with customary representations
and warranties. A breach of any of these financial covenants, unless waived by PNC, could result in a default under our credit facility
allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all commitments
to extend further credit. We met our financial covenant requirements in the first quarter of 2021. Our FCCR calculation in the first
quarter of 2021 included the add-back of approximately $5,318,000 in eligible expenses that were incurred and covered by the PPP Loan
that we received in 2020 as permitted by the amendment dated May 4, 2021 as discussed above. We did not meet our FCCR requirement in
the second quarter of 2021; however, this non-compliance was waived by our lender as discussed above. We expect to meet our quarterly
financial covenant requirements for the next twelve months under our Loan Agreement, as amended, as discussed above.
The
CARES Act
PPP
Loan
On
April 14, 2020, we entered into a promissory note under the PPP with PNC, our credit facility lender, which had a balance of approximately
$5,318,000 (the “PPP Loan”) at March 31, 2021. The PPP was established under the Coronavirus Aid, Relief, and Economic Security
Act (“CARES Act”) and is administered by the SBA. The CARES Act was subsequently amended by the Paycheck Protection Program
Flexibility Act of 2020 (“Flexibility Act”). Proceeds from the promissory note was used by us for eligible payroll costs,
mortgage interest, rent and utility costs as permitted under the Flexibility Act. The annual interest rate on the PPP Loan is 1.0%
On
October 5, 2020, we applied for forgiveness on repayment of the PPP Loan as permitted under the Flexibility Act. On July 1, 2021, we
were notified by PNC that the entire balance of the PPP Loan of approximately $5,318,000, along with accrued interest of approximately
$63,000 was forgiven by the SBA, effective June 15, 2021. Accordingly, we recorded the entire forgiven PPP Loan balance, along with accrued
interest, totaling approximately $5,381,000 as “Gain on extinguishment of debt” on our Consolidated Statement of Operations
for the quarter ended June 30, 2021.
Deferral
of Employment Tax Deposits
The
Flexibility Act provides employers the option to defer the payment of an employer’s share of social security taxes beginning on
March 27, 2020 through December 31, 2020, with 50% of the amount of social security taxes deferred to become due on December 31, 2021
with the remaining 50% due on December 31, 2022. We elected to defer such taxes starting in mid-April 2020. At June 30, 2021, we have
deferred payment of approximately $1,252,000 in our share of social security taxes, of which approximately $626,000 is included in “Other
long-term liabilities,” with the remaining balance included in “Accrued expenses” within current liabilities in the
Company’s Consolidated Balance Sheets.
Off
Balance Sheet Arrangements
From
time to time, we are required to post standby letters of credit and various bonds to support contractual obligations to customers and
other obligations, including facility closures. At June 30, 2021, the total amount of standby letters of credit outstanding totaled approximately
$3,020,000 and the total amount of bonds outstanding totaled approximately $43,561,000. We also provide closure and post-closure requirements
through a financial assurance policy for certain of our Treatment Segment facilities through AIG. At June 30, 2021, the closure and post-closure
requirements for these facilities were approximately $19,898,000.
Critical
Accounting Policies and Estimates
There
were no significant changes in our accounting policies or critical accounting estimates that are discussed in our Annual Report on Form
10-K for the year ended December 31, 2020.
34
Recent
Accounting Pronouncements
See
“Note 2 – Summary of Significant Accounting Policies” in the “Notes to Consolidated Financial Statements”
for the recent accounting pronouncements that have been adopted during the first six months of 2021, or will be adopted in future periods.
Known
Trends and Uncertainties
Significant
Customers . Our Treatment and Services Segments have significant relationships with the U.S and Canadian governmental authorities
through contracts entered into indirectly as subcontractors for others who are prime contractors or directly as the prime contractor
to government authorities. As stated previously, our governmental contracts and subcontracts relating to activities at governmental sites
in the United States are generally subject to termination or renegotiation on 30 days’ notice at the government’s option,
and our governmental contracts/task orders with the Canadian government authorities allow the authorities to terminate the contract/task
orders at any time for convenience. Our inability to continue under existing material contracts that we have with the U.S government
and Canadian government authorities (directly or indirectly as a subcontractor) or significant reductions in the level of governmental
funding in any given year could have a material adverse impact on our operations and financial condition.
We
performed services relating to waste generated by government clients (domestic and foreign (primarily Canadian)), either directly as
a prime contractor or indirectly for others as a subcontractor to government entities, representing approximately $13,671,000 or 84.7%
and $33,828,000 or 86.1% of our total revenues generated during the three and six months ended June 30, 2021, respectively, as compared
to $19,811,000 or 89.9% and $42,313,000 or 90.2% of our total revenues generated during the three and six months ended June 30, 2020.
COVID-19
Impact. The extent of the impact of the COVID-19 pandemic on our business continues to be uncertain and difficult to predict, as
the responses to the pandemic continue to evolve rapidly. We continue to experience delays in waste shipments from certain customers
within our Treatment Segment primarily related to the impact of COVID-19. However, we expect to see returns in waste receipts
from these customers in the second half of 2021. Within our Services Segment, we continue to experience delays in procurement actions
and contract awards resulting primarily from the impact of COVID-19 but have recently begun to receive contract awards. We expect procurement
actions and contract awards to continue throughout the second half of 2021. Within our Treatment and Services Segments, we have an unprecedented
number of bids currently submitted and awaiting awards.
The
severity of the impact the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration
and severity of the pandemic, impact from the emergence of new variants of the virus, the extent and severity of the impact on our customers,
the impact on governmental programs and budgets, inoculation rate of the vaccines, and how quickly and to what extent normal economic
and operating conditions resume, all of which are uncertain and cannot be predicted with any accuracy or confidence at this time. Our
future results of operations and liquidity could be adversely impacted from continued delays in waste shipments, continued delays in
procurement actions and contract awards, and/or recurrence of project work shut downs as well as potential partial/full shutdown of any
of our facilities due to COVID-19.
Environmental
Contingencies
We
are engaged in the waste management services segment of the pollution control industry. As a participant in the on-site treatment, storage
and disposal market and the off-site treatment and services market, we are subject to rigorous federal, state and local regulations.
These regulations mandate strict compliance and therefore are a cost and concern to us. Because of their integral role in providing quality
environmental services, we make every reasonable attempt to maintain complete compliance with these regulations; however, even with a
diligent commitment, we, along with many of our competitors, may be required to pay fines for violations or investigate and potentially
remediate our waste management facilities.
35
We
routinely use third party disposal companies, who ultimately destroy or secure landfill residual materials generated at our facilities
or at a client’s site. In the past, numerous third party disposal sites have improperly managed waste and consequently require
remedial action; consequently, any party utilizing these sites may be liable for some or all of the remedial costs. Despite our aggressive
compliance and auditing procedures for disposal of wastes, we could further be notified, in the future, that we are a potentially responsible
party (“PRP”) at a remedial action site, which could have a material adverse effect.
Our
subsidiaries where remediation expenditures will be made are at three sites within our discontinued operations. While no assurances can
be made that we will be able to do so, we expect to fund the expenses to remediate these sites from funds generated from operations.
At
June 30, 2021, we had total accrued environmental remediation liabilities of $781,000, a decrease of $73,000 from the December 31, 2020
balance of $854,000. The decrease represents primarily payments made on remediation projects. At June 30, 2021, $671,000 of the total
accrued environmental liabilities was recorded as current.
Item
3. Quantitative and Qualitative Disclosures about Market Risks
Not
required for smaller reporting companies.
Item
4. Controls and Procedures
(a)
Evaluation
of disclosure controls and procedures.
We
maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our periodic reports filed with the Securities and Exchange Commission
is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and that such information is accumulated
and communicated to our management. As of the end of the period covered by this report, we
carried out an evaluation with the participation of our Principal Executive Officer and Principal
Financial Officer. Based on this recent assessment, our Principal Executive Officer and Principal
Financial Officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) were
effective as of June 30, 2021.
(b)
Changes
in internal control over financial reporting.
There
was no other change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
36
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
There
are no material legal proceedings pending against us and/or our subsidiaries not previously reported by us in Item 3 of our Form 10-K
for the year ended December 31, 2020. Additionally, there has been no other material change in legal proceedings previously disclosed
by us in our Form 10-K for the year ended December 31, 2020.
Item
1A. Risk Factors
There
has been no other material change from the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2020.
Item
6.
Exhibits
(a)
Exhibits
4.1
Second Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental Services, Inc. and PNC Bank, National Association (as Lender and as Agent), dated May 8, 2020, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended March 31, 2020 filed on May 12, 2020.
4.2
First
Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental Services,
Inc. and PNC Bank, National Association (as Lender and as Agent), dated May 4, 2021, as incorporated by reference from Exhibit 4.1
to the Company’s Form 10-Q for the quarter ended March 31, 2021 filed on May 6, 2021.
4.3
Second
Amendment to Second Amended and Restated Revolving Credit, Term Loan and Security Agreement between Perma-Fix Environmental
Services, Inc. and PNC Bank, National Association (as Lender and as Agent), dated August 10, 2021.
31.1
Certification by Mark Duff, Chief Executive Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
31.2
Certification by Ben Naccarato, Chief Financial Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
32.1
Certification by Mark Duff, Chief Executive Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
32.2
Certification by Ben Naccarato, Chief Financial Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
101.INS
Inline
XBRL Instance Document-the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the
Inline XBRL document*
101.SCH
Inline
XBRL Taxonomy Extension Schema Document*
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
Inline
XBRL Taxonomy Extension Labels Linkbase Document*
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document*
104
Cover
Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101).
*
Pursuant to Rule 406T of Regulation S-T, the Inline Interactive Data File in Exhibit 101 hereto are deemed not filed or part of a registration
statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purpose
of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
37
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
PERMA-FIX
ENVIRONMENTAL SERVICES
Date:
August 11, 2021
By:
/s/
Mark Duff
Mark
Duff
President
and Chief (Principal) Executive Officer
Date:
August 11, 2021
By:
/s/
Ben Naccarato
Ben
Naccarato
Chief
(Principal) Financial Officer
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.