XNAS:PESI Perma-Fix Environmental Services Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

XNAS:PESI Fair Value Estimate
Premium
XNAS:PESI Consider Buying
Premium
XNAS:PESI Consider Selling
Premium
XNAS:PESI Fair Value Uncertainty
Premium
XNAS:PESI Economic Moat
Premium
XNAS:PESI Stewardship
Premium
 


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

 
Form 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
June 30, 2012
 

Or

o
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.
 
111596
 

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
58-1954497
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification Number)
     
8302 Dunwoody Place, Suite 250, Atlanta, GA
 
30350
(Address of principal executive offices)
 
(Zip Code)
 
(770) 587-9898
(Registrant's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes T    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 T    No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 T
Non-accelerated Filer £
Smaller reporting company £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £    No T

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 August 1, 2012
 
 
Common Stock, $.001 Par Value
 
56,140,017
 
     
shares of registrant’s
 
     
Common Stock
 



 
 

 
 
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
 
 
PART I
FINANCIAL INFORMATION
Page No.
       
 
Item 1.
Condensed Financial Statements
 
       
   
1
       
   
3
       
   
4
       
   
5
       
   
6
       
   
7
       
 
Item 2.
26
       
 
Item 3.
49
       
 
Item 4.
49
       
PART II
OTHER INFORMATION
 
       
 
Item 1.
50
       
 
Item 1A.
50
       
 
Item 6.
50

 
 

 
PART I - FINANCIAL INFORMATION
ITEM 1. – Financial Statements

PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Unaudited)

   
June 30,
   
December 31,
 
(Amount in Thousands, Except for Share and per Share Amounts)
 
2012
   
2011
 
   
 
   
 
 
ASSETS
 
 
   
 
 
Current assets:
 
 
   
 
 
Cash
  $ 1,260     $ 12,055  
Restricted cash
    35       1,535  
Accounts receivable, net of allowance for doubtful accounts of $275 and $228, respectively
    17,404       19,106  
Unbilled receivables - current
    13,308       9,871  
Retainage receivable
    540       912  
Inventories
    401       573  
Prepaid and other assets
    3,478       4,604  
Deferred tax assets - current
    3,300       2,426  
Current assets related to discontinued operations
    767       693  
Total current assets
    40,493       51,775  
                 
Property and equipment:
               
Buildings and land
    26,200       26,026  
Equipment
    34,463       34,283  
Vehicles
    823       818  
Leasehold improvements
    11,529       11,529  
Office furniture and equipment
    2,126       2,081  
Construction-in-progress
    746       764  
      75,887       75,501  
Less accumulated depreciation and amortization
    (38,099 )     (35,666 )
Net property and equipment
    37,788       39,835  
                 
Property and equipment related to discontinued operations
    1,614       1,650  
                 
Intangibles and other long term assets:
               
Permits
    16,827       16,854  
Goodwill
    27,021       27,063  
Other intangible assets - net
    3,906       4,258  
Unbilled receivables – non-current
    381       424  
Finite risk sinking fund
    21,253       19,354  
Deferred tax asset, net of liabilities
    1,295       1,295  
Other assets
    1,623       1,595  
Total assets
  $ 152,201     $ 164,103  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
1


PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Consolidated Balance Sheets, Continued
(Unaudited)
 
   
June 30,
   
December 31,
 
(Amount in Thousands, Except for Share and per Share Amounts)
 
2012
   
2011
 
   
 
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
   
 
 
Current liabilities:
 
 
   
 
 
Accounts payable
  $ 10,747     $ 13,117  
Accrued expenses
    7,340       9,533  
Disposal/transportation accrual
    2,025       1,957  
Unearned revenue
    2,691       6,260  
Billings in excess of costs and estimated earnings
    3,043       3,226  
Current liabilities related to discontinued operations
    2,040       2,197  
Current portion of long-term debt
    3,649       3,936  
Total current liabilities
    31,535       40,226  
                 
Accrued closure costs
    11,715       11,937  
Other long-term liabilities
    643       610  
Deferred tax liability
    54       ¾  
Long-term liabilities related to discontinued operations
    1,873       1,775  
Long-term debt, less current portion
    13,814       15,007  
Total long-term liabilities
    28,099       29,329  
                 
Total liabilities
    59,634       69,555  
                 
Commitments and Contingencies
               
                 
Preferred Stock of subsidiary, $1.00 par value; 1,467,396 shares authorized, 1,284,730 shares issued and outstanding, liquidation value $1.00 per share plus accrued and unpaid dividends
    1,285       1,285  
                 
Stockholders' Equity:
               
Preferred Stock, $.001 par value; 2,000,000 shares authorized, no shares issued and outstanding
    ¾       ¾  
Common Stock, $.001 par value; 75,000,000 shares authorized, 56,133,185 and 56,068,248 shares issued, respectively; 56,094,975 and 56,030,038 shares outstanding, respectively
    56       56  
Additional paid-in capital
    102,611       102,411  
Accumulated deficit
    (11,846 )     (9,505 )
Accumulated other comprehensive income (loss)
    (1 )     (3 )
Less Common Stock in treasury at cost; 38,210 shares
    (88 )     (88 )
Total Perma-Fix Environmental Services, Inc. stockholders' equity
    90,732       92,871  
Noncontrolling interest
    550       392  
Total stockholders' equity
    91,282       93,263  
                 
Total liabilities and stockholders' equity
  $ 152,201     $ 164,103  

The accompanying notes are an integral part of these consolidated financial statements.

 
2


PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Unaudited)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Amounts in Thousands, Except for Per Share Amounts)
 
2012
   
2011
   
2012
   
2011
 
   
 
         
 
       
Net revenues
  $ 33,978     $ 28,913     $ 72,051     $ 52,528  
Cost of goods sold
    30,204       20,864       63,976       41,449  
Gross profit
    3,774       8,049       8,075       11,079  
                                 
Selling, general and administrative expenses
    4,589       3,436       9,627       6,808  
Research and development
    574       395       937       661  
Gain on disposal of property and equipment
    (3 )     ¾       (3 )     ¾  
(Loss) income from operations
    (1,386 )     4,218       (2,486 )     3,610  
                                 
Other income (expense):
                               
Interest income
    7       13       21       26  
Interest expense
    (199 )     (183 )     (420 )     (359 )
Interest expense-financing fees
    (26 )     (54 )     (60 )     (156 )
Other
    1       3       1       3  
(Loss) income from continuing operations before taxes
    (1,603 )     3,997       (2,944 )     3,124  
Income tax (benefit) expense
    (474 )     1,445       (959 )     1,105  
(Loss) income from continuing operations, net of taxes
    (1,129 )     2,552       (1,985 )     2,019  
                                 
(Loss) income from discontinued operations, net of taxes
    (60 )     (32 )     (198 )     180  
Net (loss) income
    (1,189 )     2,520       (2,183 )     2,199  
                                 
Less: net income attributable to noncontrolling interest
    102       ¾       158       ¾  
                                 
Net (loss) income attributable to Perma-Fix Environmental Services, Inc. common stockholders
  $ (1,291 )   $ 2,520     $ (2,341 )   $ 2,199  
                                 
Net (loss) income per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - basic:
                               
Continuing operations
  $ (.02 )   $ .05     $ (.04 )   $ .04  
Discontinued operations
  $ ¾     $ ¾     $ ¾     $ ¾  
Net (loss) income per common share
  $ (.02 )   $ .05     $ (.04 )   $ .04  
                                 
Net (loss) income per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - diluted:
                               
Continuing operations
  $ (.02 )   $ .05     $ (.04 )   $ .04  
Discontinued operations
  $ ¾     $ ¾     $ ¾     $ ¾  
Net (loss) income per common share
  $ (.02 )   $ .05     $ (.04 )   $ .04  
                                 
Number of common shares used in computing net (loss) income per share:
                               
Basic
    56,094       55,136       56,078       55,118  
Diluted
    56,094       55,136       56,078       55,123  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
3

 
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Unaudited)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Amounts in Thousands)
 
2012
   
2011
   
2012
   
2011
 
   
 
         
 
       
Net (loss) income
  $ (1,189 )   $ 2,520     $ (2,183 )   $ 2,199  
Other comprehensive (loss) income:
                               
Foreign currency translation (loss) gain
    (9 )           2        
Total other comprehensive (loss) income
    (9 )           2        
                                 
Comprehensive (loss) income
    (1,198 )     2,520       (2,181 )     2,199  
Comprehensive income attributable to non-controlling interest
    102             158        
Comprehensive (loss) income attributable to Perma-Fix Environmental Services, Inc. stockholders
  $ (1,300 )   $ 2,520     $ (2,339 )   $ 2,199  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
4

 
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Unaudited)

   
Six Months Ended
 
   
June 30,
 
(Amounts in Thousands)
 
2012
   
2011
 
Cash flows from operating activities:
 
 
       
Net (loss) income
  $ (2,183 )   $ 2,199  
Less: (loss) income on discontinued operations
    (198 )     180  
                 
(Loss) income from continuing operations
    (1,985 )     2,019  
Adjustments to reconcile net income to cash provided by operations:
               
Depreciation and amortization
    3,443       2,332  
Amortization of debt discount
    12       121  
Amortization of fair value of customer contracts
    (1,943 )      
Deferred tax (benefit) expense
    (959 )     1,227  
Provision (benefit) for bad debt and other reserves
    43       (15 )
Gain on disposal of plant, property and equipment
    (3 )      
Foreign exchange gain
    2        
Issuance of common stock for services
    102       108  
Stock-based compensation
    98       192  
Changes in operating assets and liabilities of continuing operations, net of effect from business acquisitions:
               
Accounts receivable
    2,031       (6,322 )
Unbilled receivables
    (3,632 )     (322 )
Prepaid expenses, inventories and other assets
    651       667  
Accounts payable, accrued expenses and unearned revenue
    (6,557 )     4,126  
Cash (used in) provided by continuing operations
    (8,697 )     4,133  
Cash used in discontinued operations
    (372 )     (31 )
Cash (used in) provided by operating activities
    (9,069 )     4,102  
                 
Cash flows from investing activities:
               
Purchases of property and equipment
    (387 )     (1,689 )
Change in restricted cash, net
    1,500        
Proceeds from sale of plant, property and equipment
    3        
Payment to finite risk sinking fund
    (1,899 )     (1,905 )
Cash used in investing activities of continuing operations
    (783 )     (3,594 )
Cash used in investing activities of discontinued operations
          (135 )
Net cash used in investing activities
    (783 )     (3,729 )
                 
Cash flows from financing activities:
               
Net borrowing of revolving credit
    643       1,047  
Principal repayments of long term debt
    (2,134 )     (2,124 )
Proceeds from finite risk financing
    565       685  
Cash used in financing activities of continuing operations
    (926 )     (392 )
Principal repayments of long term debt for discontinued operations
    (17 )     (55 )
Cash used in financing activities
    (943 )     (447 )
                 
Decrease in cash
    (10,795 )     (74 )
Cash at beginning of period
    12,055       101  
Cash at end of period
  $ 1,260     $ 27  
                 
Supplemental disclosure:
               
Interest paid
  $ 479     $ 409  
Income taxes paid
    470       70  
Non-cash investing and financing activities:
               
Warrants extension for debt modification
          36  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
5


PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Unaudited, for the six months ended June 30, 2012)
 
   
Common Stock
                                     
   
Shares
   
Amount
   
Additional
Paid-In
Capital
   
Common
Stock Held
In Treasury
   
Accumulated Other
Comprehensive
(Loss) Income
   
Noncontolling
 Interest in
Subsidiary
   
Accumulated
Deficit
   
Total
Stockholders'
Equity
 
Balance at December 31, 2011
    56,068,248     $ 56     $ 102,411     $ (88 )   $ (3 )   $ 392     $ (9,505 )   $ 93,263  
                                                                 
Net income (loss)
    ¾       ¾       ¾       ¾       ¾       158       (2,341 )     (2,183 )
Foreign currency translation adjustment
    ¾       ¾       ¾       ¾       2       ¾       ¾       2  
Issuance of Common Stock for services
    64,937       ¾       102       ¾       ¾       ¾       ¾       102  
Stock-Based Compensation
    ¾       ¾       98       ¾       ¾       ¾       ¾       98  
Balance at June 30, 2012
    56,133,185     $ 56     $ 102,611     $ (88 )   $ (1 )   $ 550     $ (11,846 )   $ 91,282  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
6

 
PERMA-FIX ENVIRONMENTAL SERVICES, INC.

June 30, 2012
(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, 2011.

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 generally accepted accounting principles in the United States of America 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 condensed 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, 2012 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2012.

It is suggested that these consolidated condensed 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, 2011.

Reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation.

2.
Summary of Significant Accounting Policies
 
Our accounting policies are as set forth in the notes to consolidated financial statements referred to above.

Recently Adopted Accounting Standards
In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04 (“ASU 2011-04”), “Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”.  ASU 2011-04 improves comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and International Financial Reporting Standards (“IFRSs)." ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements.  The amendments in this guidance are to be applied prospectively, and are effective for interim and annual periods beginning after December 15, 2011.  We adopted ASU 2011-04 January 1, 2012.

Certain assets and liabilities are required to be recorded at fair value on a recurring basis, while other assets and liabilities are recorded at fair value on a nonrecurring basis.  Fair value is determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Assets measured at fair value on a nonrecurring basis include long-lived assets and goodwill and other intangible assets. The three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies, is:

 
7

 
Level 1Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants.
 
Financial instruments include cash and restricted cash (Level 1), accounts receivable, accounts payable, debt obligations and contingent consideration (Level 3).  At June 30, 2012 and December 31, 2011, the fair value of the Company’s financial instruments approximated their carrying values.  The fair value of the Company’s revolving credit facility approximates its carrying value due to the variable interest rate.
 
In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (Topic 220) - Presentation of Comprehensive Income," and in December 2011, the FASB issued ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income."  Both ASUs amend guidance for the presentation of comprehensive income. The amended guidance requires an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements.  Although the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under existing guidance. Both ASUs were effective for interim and annual periods beginning after December 15, 2011 with early adoption permitted.  These ASUs changed our financial statement presentation of comprehensive income but did not impact our net income, financial position, or cash flows. Upon adoption on January 1, 2012, we elected to present comprehensive income in two separate but consecutive statements as part of the condensed financial statements included in this Quarterly Report on Form 10-Q.

3.
Business Acquisition
 
On October 31, 2011, we completed the acquisition of all of the issued and outstanding shares of capital stock of Safety and Ecology Holdings Corporation (“SEHC”) and its subsidiaries, Safety & Ecology Corporation (“Safety & Ecology”), SEC Federal Services Corporation, Safety and Ecology Corporation Limited (“SECL” – a United Kingdom operation) and SEC Radcon Alliance, LLC (“SECRA”, which we own 75%), (collectively, “SEC”) pursuant to that certain Stock Purchase Agreement, dated July 15, 2011 (“Purchase Agreement”), between the Company, Homeland Capital Security Corporation (“Homeland”) and SEHC.  SEC is an international provider of environmental, hazardous and radiological remediation infrastructure upgrades and nuclear energy services.  SEC provides remediation of nuclear materials for the U.S. government and other commercial customers.  We acquired SEC for a total consideration of approximately $17,885,000 determined as follows:

(i)
cash consideration of approximately $14,885,000, after certain working capital closing adjustments. This cash consideration was reduced by approximately $1,000,000 total consideration for our Common Stock purchased from us by certain security holders of Homeland as discussed below;
 
 
8


(ii)
$2,500,000 unsecured, non-negotiable promissory note (the “Note”), bearing an annual rate of interest of 6%, payable in 36 monthly installments, which Note provides that we have the right to prepay such at any time without interest or penalty.  We prepaid $500,000 of the principal amount of the Note within 10 days of closing of the acquisition.  The Note may be subject to offset of amounts Homeland owes us for indemnification for breach of, or failure to perform, certain terms and provisions of the Purchase Agreement if the Escrow Agreement has terminated pursuant to its terms or the amount held in escrow has been exhausted pursuant to the terms of the Purchase Agreement (see Note 13 - “Subsequent Event – Homeland Capital Security Corporation (“Homeland”)” regarding certain indemnification claims that the Company is offsetting against this Note).   Under the terms of the Note, in the event of a continuing event of default under the Note, Homeland has the option to convert the unpaid portion of the Note into our restricted shares of Common Stock equal to the quotient determined by dividing the principal amount owing under the Note and all accrued and unpaid interest thereon, plus certain expenses, by the average of the closing prices per share of our Common Stock as reported by the primary national securities exchange or automatic quotation system on which our Common Stock is traded during the 30 consecutive trading day period ending on the trading day immediately prior to receipt by us of Homeland’s written notice of its election to receive our Common Stock as a result of the event of default that is continuing; provided that the number of shares of our Common Stock to be issued to Homeland under the Note in the event of a continuing event of default plus the number of shares of our Common Stock issued to the Management Investors, as discussed below, shall not exceed 19.9% of the voting power of all of our voting securities issued and outstanding as of the date of the Purchase Agreement; and
 
(iii)
the sum of $2,000,000 deposited in an escrow account to satisfy any claims that we may have against Homeland for indemnification pursuant to the Purchase Agreement and the Escrow Agreement, dated October 31, 2011 (“Escrow Agreement”).  Homeland and SEHC further agreed that if certain conditions were not met by December 31, 2011, relating to a certain contract, then the Company could withdraw $1,500,000 from the amount deposited into the escrow.  On January 10, 2012, we received $1,500,000 from the escrow as certain conditions were not met under this certain contract as of December 31, 2011.  (See Note 13 - “Subsequent Event – Homeland Capital Security Corporation (“Homeland”)” for a discussion of the Company’s claim for the remaining $500,000 balance in the escrow).

Pursuant to the terms of the Purchase Agreement, upon closing of the Purchase Agreement, certain security holders of Homeland (“Management Investors”) purchased 813,007 restricted shares of our Common Stock for a total consideration of approximately $1,000,000, or $1.23 a share, which was the average of the closing prices of our Common Stock as quoted on the Nasdaq during the 30 trading days ending on the trading day immediately prior to the closing of the acquisition.  The purchase of the Company’s Common Stock was pursuant to a private placement under Section 4(2) of the Securities Act of 1933, as amended (the “Act”) or Rule 506 of Regulation D promulgated under the Act.
 
The acquisition was accounted for using the purchase method of accounting, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 – “Business Combinations.”  The consideration for the acquisition was attributed to net assets on the basis of the fair values of assets acquired and liabilities assumed as of October 31, 2011.  The excess of the cost of the acquisition over the estimated fair values of the net tangible assets and intangible assets on the acquisition date, which amounted to $10,852,000, was allocated to goodwill which is not amortized but subject to an annual impairment test.  The Company has not yet finalized the allocation of the purchase price to the net assets acquired in this acquisition. As such, the estimated purchase price allocation is preliminary and subject to further revision.  The following table summarizes the preliminary purchase price allocation of the fair values of the assets acquired and liabilities assumed as of June 30, 2012:
 
 
9

 
(Amounts in thousands)
 
 
 
   
 
 
Current assets
  $ 21,993  
Property, plant and equipment
    2,135  
Intangible assets
    4,474  
Goodwill
    10,852  
Total assets acquired
    39,454  
Current liabilities
    (15,728 )
Customer contracts
    (3,380 )
Non-current liabilities
    (2,091 )
Total liabilities acquired
    (21,199 )
Non Controlling Interest
    (370 )
Total consideration
  $ 17,885  

The following table summarizes the preliminary components of tangible assets acquired:

       
Weighted
       
Average
   
Preliminary
 
Estimated
(Amounts in thousands)
 
Fair Value
 
Useful Life
         
Vehicles
  $ 583  
5.0 years
Lab equipment
    1,235  
7.0 years
Office furniture and equipment
    317  
4.0 years
Total tangible assets
  $ 2,135    

The results of operations of SEC have been included in the Company’s consolidated financial statements from the date of the closing of the acquisition, which was October 31, 2011.  SEC contributed revenues of approximately $17,325,000 and net loss of $813,000 and revenues of $35,927,000 and net loss of $2,077,000 for the three and six months ended June 30, 2012, respectively.  The Company has incurred $659,000 in acquisition-related costs, of which approximately $20,000 and $28,000 was incurred in the first and second quarter of 2012, respectively.  These costs are included in selling, general and administrative expenses in the Company’s consolidated statement of operations. The following unaudited pro forma financial information presents the combined results of operations of combining SEC and Perma-Fix as though the acquisition had occurred as of the beginning of the periods presented below, which is January 1, 2011.  The pro forma financial information does not necessarily represent the results of operations that would have occurred had SEC and Perma Fix been a single company during the periods presented, nor does Perma Fix believe that the pro forma financial information presented is necessarily representative of future operating results.  As the acquisition was a stock transaction, none of the goodwill related to SEC is deductible for tax purposes.

(Amounts in Thousands, Except per Share Data)
 
 
   
 
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30, 2011
   
June 30, 2011
 
   
(unaudited)
   
(unaudited)
 
Net revenues
  $ 55,853     $ 104,040  
Net income from continuing operations
  $ 974     $ 1,502  
Net income per share from continuing operations- basic
  $ .02     $ .03  
Net income per share from continuing operations- diluted
  $ .02     $ .03  
 
 
10

 
4.
Other Intangible Assets
 
The following table summarizes information relating to the Company’s other intangible assets:

   
 
   
June 30, 2012
   
December 31, 2011
 
   
Useful
   
Gross
   
 
   
Net
   
Gross
   
 
   
Net
 
   
Lives
   
Carrying
   
Accumulated
   
Carrying
   
Carrying
   
Accumulated
   
Carrying
 
   
(Years)
   
Amount
   
Amortization
   
Amount
   
Amount
   
Amortization
   
Amount
 
Intangibles (amount in thousands)
 
 
   
 
   
 
   
 
   
 
   
 
   
 
 
Patent
    8-18     $ 424     $ (91 )   $ 333     $ 402     $ (77 )   $ 325  
Software
    3       380       (91 )     289       158       (66 )     92  
Non-compete agreement
    5       265       (35 )     230       265       (9 )     256  
Customer contracts
    0.5       835       (835 )     -       445       (144 )     301  
Customer relationships
    12       3,370       (316 )     3,054       3,370       (86 )     3,284  
Total
          $ 5,274     $ (1,368 )   $ 3,906     $ 4,640     $ (382 )   $ 4,258  
 
Intangible assets recorded as a result of the acquisition of SEC on October 31, 2011 included a non-compete agreement, customer relationships, customer contracts, and software ($4,000) which were recorded at fair market value of approximately $4,474,000 (see “Note 3 –Business Acquisition” for the purchase price allocation of SEC).  The intangible assets acquired 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.
 
The following table summarizes the expected amortization over the next five years for our definite-lived intangible assets noted above and includes the only one definite-lived permit, which is at our DSSI facility.  This permit of approximately $545,000 was capitalized in 2009 in connection with the authorization issued by the U.S. EPA to commercially store and dispose of radioactive PCBs.  This permit is being amortized over a ten year period in accordance with its estimated useful life.
 
   
Amount
 
Year
 
(In thousands)
 
   
 
 
2012 (remaining)
  $ 394  
2013
    575  
2014
    519  
2015
    471  
2016
    429  
    $ 2,388  

Amortization expense relating to intangible assets for the Company was $621,000 and $1,012,000 for the three and six months ended June 30, 2012, respectively, and $44,000 and $64,000 for the three and six months ended June 30, 2011, respectively.  The increase in amortization expense in 2012 was attributed to amortization of intangible assets acquired related to the SEC acquisition.

5.
Stock Based Compensation
 
We follow FASB ASC 718, “Compensation – Stock Compensation” (“ASC 718”) to account for stock-based compensation.  ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values.

The Company has certain stock option plans under which it awards incentive and non-qualified stock options to employees, officers, and outside directors.  Stock options granted to employees have either a ten year contractual term with one-fifth yearly vesting over a five year period or a six year contractual term with one-third yearly vesting over a three year period.  Stock options granted to outside directors have a ten year contractual term with vesting period of six months.

 
11


No stock options were granted during the first six months of 2012 or 2011.

As of June 30, 2012, we had an aggregate of 1,818,500 employee stock options outstanding (from the 1993 Non-Qualified Stock Option Plan, 2004 and 2010 Stock Option Plans, and a Non-Qualified Stock Option Agreement noted below), of which 1,268,500 are vested.  The weighted average exercise price of the 1,268,500 outstanding and fully vested employee stock options is $2.13 with a remaining weighted contractual life of 1.79 years.  Additionally, we had an aggregate of 796,000 outstanding director stock options (from the 1992 and 2003 Outside Directors Stock Plans), all of which are vested. The weighted average exercise price of the 796,000 outstanding and fully vested director stock options is $2.13 with a remaining weighted contractual life of 4.89 years.

The Company granted a non-qualified stock option (the “Option”) which allows for the purchase of up to 250,000 shares of the Company’s Common Stock at $1.35 per share by Mr. Christopher Leichtweis, who was appointed a Senior Vice President of the Company and the President of SEC upon the closing of the acquisition of SEC on October 31, 2011.  The Option was granted in accordance with, and is subject to, the Non-Qualified Stock Option Agreement, dated October 31, 2011.  The Option has a term of 10 years from grant date, with 25% yearly vesting over a four-year period.

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 following table summarizes stock-based compensation recognized for the three and six months ended June 30, 2012 and 2011 for our employee and director stock options.

   
Three Months Ended
   
Six Months Ended
 
Stock Options
 
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
Employee Stock Options
  $ 34,000     $ 76,000     $ 72,000     $ 152,000  
Director Stock Options
    ¾       ¾       26,000       40,000  
Total
  $ 34,000     $ 76,000     $ 98,000     $ 192,000  

We recognize stock-based compensation expense using a straight-line amortization method over the requisite period, which is the vesting period of the stock option grant.  ASC 718 requires that stock based compensation expense be based on options that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  We have generally estimated forfeiture rate based on historical trends of actual forfeitures.  When actual forfeitures vary from our estimates, we recognize the difference in compensation expense in the period the actual forfeitures occur or when options vest.  As of June 30, 2012, we have approximately $337,000 of total unrecognized compensation cost related to unvested options, of which $68,000 is expected to be recognized in the remainder of 2012, $135,000 in 2013, $96,000 in 2014, with the remaining $38,000 in 2015.

6.
Capital Stock, Stock Plans, and Warrants
 
During the six months of 2012, we issued 64,937 shares of our Common Stock under our 2003 Outside Directors Stock Plan to our outside directors as compensation for serving on our Board of Directors.  We paid each of our outside directors $6,500 in fees quarterly for serving as a member of our Board of Directors.  The Audit Committee Chairman receives an additional quarterly fee of $5,500 due to the position’s additional responsibility.  In addition, our Research and Development Committee Chairman receives an additional quarterly fee of $1,000 due to the additional time commitment to the position.   Each board member is also paid $1,000 for each board meeting attendance as well as $500 for each telephonic conference call.  As a member of the Board of Directors, each director elects to receive either 65% or 100% of the director’s fee in shares of our Common Stock.  The number of shares received is calculated based on 75% of the fair market value of our Common Stock determined on the business day immediately preceding the date that the quarterly fee is due.  The balance of each director’s fee, if any, is payable in cash.

 
12


The summary of the Company’s total Stock Plans as of June 30, 2012 as compared to June 30, 2011, and changes during the periods then ended, are presented below.  The Company’s Plans consist of the 1993 Non-Qualified Stock Option Plan, the 2004 and 2010 Stock Option Plans, and the 1992 and 2003 Outside Directors Stock Plans:

   
Shares
   
Weighted Average Exercise
Price
   
Weighted Average Remaining Contractual Term
   
Aggregate Intrinsic
Value
 
Options outstanding Janury 1, 2012
    2,789,833     $ 2.03    
 
   
 
 
Granted
                   
 
 
Exercised
             
 
    $  
Forfeited/Expired
    (425,333 )     1.90                
Options outstanding End of Period (1)
    2,364,500       2.06       3.3     $  
Options Exercisable at June 30, 2012(1)
    2,064,500     $ 2.13       3.0     $  
Options Vested and expected to be vested at June 30, 2012
    2,364,500     $ 2.06       3.3     $  

   
Shares
   
Weighted Average Exercise
Price
   
Weighted Average Remaining Contractual Term
   
Aggregate Intrinsic
Value
 
Options outstanding Janury 1, 2011
    2,755,525     $ 2.09              
Granted
                       
Exercised
                    $  
Forfeited/Expired
    (288,692 )     1.79                
Options outstanding End of Period (2)
    2,466,833       2.12       3.2     $  
Options Exercisable at June 30, 2011 (2)
    2,155,000     $ 2.12       3.1     $  
Options Vested and expected to be vested at June 30, 2011
    2,450,801     $ 2.12       3.2     $  
 
(1) Options with exercise prices ranging from $1.41 to $2.95
(2) Options with exercise prices ranging from $1.42 to $2.98
 
 
13

 
7.
Earnings (Loss) Per Share
 
Basic earnings (loss) per share excludes any dilutive effects of stock options, warrants, and convertible preferred stock.  In periods where they are anti-dilutive, such amounts are excluded from the calculations of dilutive earnings per share.

The following is a reconciliation of basic net income (loss) per share to diluted net income (loss) per share for the three and six months ended June 30, 2012 and 2011:

   
Three Months Ended 
June 30,
   
Six Months Ended 
June 30,
 
   
(Unaudited)
   
(Unaudited)
 
(Amounts in Thousands, Except for Per Share Amounts)
 
2012
   
2011
   
2012
   
2011
 
(Loss) income per share from continuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders
 
 
         
 
       
(Loss) income from continuing operations
  $ (1,231 )   $ 2,552     $ (2,143 )   $ 2,019  
Basic (loss) income per share
  $ (.02 )   $ .05     $ (.04 )   $ .04  
Diluted (loss) income per share
  $ (.02 )   $ .05     $ (.04 )   $ .04  
                                 
(Loss) income per share from discontinued operations attributable to Perma-Fix Environemental Services, Inc. common stockholders
                               
(Loss) income from discontinued operations
  $ (60 )   $ (32 )   $ (198 )   $ 180  
Basic (loss) income per share
  $ ¾     $ ¾     $ ¾     $ ¾  
Diluted (loss) income per share
  $ ¾     $ ¾     $ ¾     $ ¾  
                                 
Weighted average common shares outstanding – basic
    56,094       55,136       56,078       55,118  
Potential shares exercisable under stock option plans
    ¾       ¾       ¾       5  
Potential shares upon exercise of Warrants
    ¾       ¾       ¾       ¾  
Weighted average shares outstanding – diluted
    56,094       55,136       56,078       55,123  
                                 
                                 
Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include:
                               
Upon exercise of options
    2,614       2,467       2,124       2,317  
Upon exercise of Warrants
    ¾       150       ¾       150  

 
14

 
8.
Long Term Debt
 
Long-term debt consists of the following at June 30, 2012 and December 31, 2011:

(Amounts in Thousands)
 
June 30,
2012
   
December 31, 2011
 
Revolving Credit facility dated October 31, 2011, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, variable interest paid monthly at option of prime rate (3.25% at June 30, 2012) plus 2.0% or London InterBank Offer Rate ("LIBOR") plus 3.0%, balance due October 31, 2016. Effective interest rate for first six months of 2012 was 5.3%. (1) (2)
  $ 642     $  
Term Loan dated October 31, 2011, payable in equal monthly installments of principal of $190, balance due in October 31, 2016, variable interest paid monthly at option of prime rate plus 2.5% or LIBOR plus 3.5%.Effective interest rate for six months of 2012 was 4.0%. (1) (2)
    14,667       15,810  
Promissory Note dated April 18, 2011, payable in monthly installments of principal of $83 starting May 8, 2011, balance due April 8, 2012, variable interest paid monthly at LIBOR plus 4.5%, with LIBOR at least 1.5%.(3) (4) (5)
          318  
Promissory Note dated September 28, 2010, payable in 36 monthly equal installments of $40, which includes interest and principal, beginning October 15, 2010, interest accrues at annual rate of 6.0% (5)
    579       798  
Promissory Note dated October 31, 2011, payable in monthly installments of $76, which includes interest and principal, starting November 15, 2011, interest accrues at annual rate of 6.0%, balance due May 15, 2014. (5) (6)
    1,458       1,863  
Various capital lease and promissory note obligations, payable 2012 to 2015, interest at rates ranging from 5.0% to 7.8%.
    205       259  
      17,551       19,048  
Less current portion of long-term debt
    3,649       3,936  
Less long-term debt related to assets held for sale
    88       105  
    $ 13,814     $ 15,007  

 (1) Our Revolving Credit facility is collateralized by our accounts receivable and our Term Loan is collateralized by our property, plant, and equipment.

(2)  On October 31, 2011, the Company entered into an “Amended and Restated Revolving Credit, Term Loan and Security Agreement” with PNC Bank.  Under the original credit facility with PNC dated December 22, 2000, as amended, variable interest was determined based on the options as noted; however, variable interest under the LIBOR option provided for a minimum floor base of 1.0% for both our Revolving Credit and Term Loan from January 1, 2011 to October 30, 2011.

(3) Original promissory note dated May 8, 2009 of $3,000,000 was modified on April 18, 2011, with principal balance of approximately $990,000.  See “Promissory Notes and Installment Agreements” below for terms of original and amended promissory notes and the final payment made on the note.

(4)  Net of debt discount of ($0) and ($117,000) for June 30, 2012 and December 31, 2011, respectively. See “Promissory Notes and Installment Agreements” below for additional information.   

(5)  Uncollateralized note.

(6)  Promissory note entered into in connection with acquisition of SEC on October 31, 2011.  See “Promissory Notes and Installment Agreements” below.  Also see Note 13 – “Subsequent Event – Homeland Capital Security Corporation (“Homeland”).”
 
 
15

 
Revolving Credit and Term Loan Agreement
On October 31, 2011, in connection with the acquisition of SEC, we entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated October 31, 2011 (“Amended Loan Agreement”), with PNC, replacing our previous Loan Agreement with PNC.  The Amended Loan Agreement provides us with the following credit facilities:

 
·
up to $25,000,000 revolving credit facility (“Revolving Credit”), subject to the amount of borrowings based on a percentage of eligible receivables.  The revolving credit advances are subject to limitations of an amount up to the sum of (a) up to 85% of Commercial Receivables aged 90 days or less from invoice date, (b) up to 85% of Commercial Broker Receivables aged up to 120 days from invoice date, (c) up to 85% of acceptable Government Agency Receivables aged up to 150 days from invoice date, and (d) up to 50% of acceptable unbilled amounts aged up to 60 days, less (e) reserves the Agent reasonably deems proper and necessary;
 
 
·
a term loan (“Term Loan”) of $16,000,000, which requires monthly installments of approximately $190,000 (based on a seven-year amortization); and

 
·
equipment line of credit up to $2,500,000, subject to certain limitations.

The Amended Loan Agreement terminates as of October 31, 2016, unless sooner terminated.

We have the option of paying an annual rate of interest due on the revolving credit facility at prime plus 2% or London Inter Bank Offer Rate (“LIBOR”) plus 3% and the term loan and equipment credit facilities at prime plus 2.5% or LIBOR plus 3.5%.

As a condition of the Amended Loan Agreement, we paid the remaining balance due under the term loan under our previous Loan Agreement, totaling approximately $3,833,000, using our credit facilities under the Amended Loan Agreement.  In connection with the Amended Loan Agreement, we paid PNC a fee of $217,500 and incurred other direct costs of approximately $298,000 (of which $24,000 and $9,000 was incurred in the first and second quarter of 2012, respectively), which are being amortized over the term of the Amended Loan Agreement as interest expense – financing fees.  As a result of the termination of the original Loan Agreement with PNC, we recorded approximately $91,000 during the fourth quarter of 2011, in loss on extinguishment of debt in accordance with ASC 470-50, “Debt – Modifications and Extinguishments.”  As of June 30, 2012, the excess availability under our revolving credit was $10,982,000 based on our eligible receivables.

Pursuant to the Amended Loan Agreement, we may terminate the Amended Loan Agreement upon 90 days’ prior written notice upon payment in full of our obligations under the Amended Loan Agreement.  We agreed to pay PNC 1.0% of the total financing in the event we pay off our obligations on or before October 31, 2012 and 1/2% of the total financing if we pays off our obligations after October 31, 2012 but prior to or on October 31, 2013. No early termination fee shall apply if we pay off our obligations under the Amended Loan Agreement after October 31, 2013.

Promissory Notes and Installment Agreements
The Company had a promissory note dated May 8, 2009, with William N. Lampson and Diehl Rettig (collectively, the “Lenders”) for $3,000,000. The Lenders were formerly shareholders of Nuvotec USA, Inc. (“Nuovtec”) (n/k/a Perma-Fix Northwest, Inc. (“PFNW”)) prior to our acquisition of PFNW and Pacific EcoSolution, Inc. (“PEcoS”) (n/k/a Perma-Fix Northwest Richland, Inc. (“PFNWR”)) and are also stockholders of the Company, having received shares of our Common Stock in connection with our acquisition of PFNW and PFNWR.  As consideration of the Company receiving this loan, we issued a Warrant to Mr. Lampson and a Warrant to Mr. Diehl to purchase up to 135,000 and 15,000 shares, respectively, of the Company’s Common Stock at an exercise price of $1.50 per share. The Warrants were exercisable six months from May 8, 2009 and were to expire on May 8, 2011. We also issued an aggregate of 200,000 shares of the Company’s Common Stock, with Mr. Lampson receiving 180,000 shares and Mr. Rettig receiving 20,000 shares of the Company’s Common Stock.  The fair value of the Common Stock and Warrants on the date of issuance was estimated to be $476,000 and $190,000, respectively, and was recorded as a debt discount and amortized over the term of the loan as interest expense – financing fees. On April 18, 2011, we entered into an amendment to the promissory note whereby the remaining principal balance on the promissory note of approximately $990,000 was to be repaid in twelve monthly principal payments of approximately $82,500 plus accrued interest, starting May 8, 2011, with interest payable at the same rate of the original loan which was at LIBOR plus 4.5%, with LIBOR at least 1.5%.  As consideration of the amended loan, the original Warrants issued to Mr. Lampson and to Mr. Rettig which were to expire on May 8, 2011, were extended to May 8, 2012 at the same exercise price (Mr. Rettig is deceased; accordingly, the amended Warrant and the remaining portion of the note payable to Mr. Rettig is held by and payable to his personal representative or estate).  Also, as previously disclosed, Mr. Robert Ferguson, a member of our Board of Directors acquired one-half of Mr. Lampson’s Warrant during 2011 to purchase up to 65,000 shares of the Company’s Common Stock.  We accounted for the amended loan as a modification in accordance with ASC 470-50, “Debt – Modifications and Extinguishments.”  At the date of the loan modification, unamortized debt discount and fees on the original loan and the fair value of the modified Warrants were determined to be approximately $42,000 which was amortized as a debt discount over the term of the modified loan as interest expense-financing fees in accordance to ASC 470-50.  The Company made the final payment on the note in April 2012.  The Warrants as discussed above were not exercised and expired on May 8, 2012.

 
16


The promissory note included an embedded Put Option (“Put”) that could have been exercised upon default, whereby the lender had the option to receive a cash payment equal to the amount of the unpaid principal balance plus all accrued and unpaid interest, or the number of whole shares of our Common Stock equal to the outstanding principal balance.  The maximum number of payoff shares was restricted to less than 19.9% of the outstanding equity. We concluded that the Put should have been bifurcated at inception.  We determined that the Put had nominal value during its life; therefore, no liability had been recorded to its expiration date.

In connection with the acquisition of SEC, we entered into a $2,500,000 unsecured, non-negotiable promissory note (the “Note”) on October 31, 2011, bearing an annual rate of interest of 6%, payable in 36 monthly installments, with Homeland.  The Note provides that we have the right to prepay such at any time without interest or penalty.  We prepaid $500,000 of the principal amount of the Note within 10 days of closing of the acquisition.  The Note is subject to offset of amounts Homeland owes us under certain terms and provisions of the Purchase Agreement and the Note.  Our monthly payments consist of approximately $76,000 (which includes interest) starting November 15, 2011.  As a result of the $500,000 prepayment, the final payment of approximately $15,500 will be due on March 15, 2014. See “Subsequent Event – Homeland Capital Security Corporation (“Homeland”)” regarding certain indemnification claims the Company is offsetting against this Note.

The promissory note payable to SEC includes an embedded conversion option (“Conversion Option”) that can be exercised upon default, whereby Homeland has the option to convert the unpaid portion of the Note into a number of whole shares of our restricted Common Stock.  The number of shares of our restricted Common Stock to be issuable under the Conversion Option is determined by the principal amount owing under the Note at the time of default plus all accrued and unpaid interest divided by the average of the closing prices per share of our Common Stock as reported by the primary national securities exchange on which our Common Stock is traded during the 30 consecutive trading day period ending on the trading day immediately prior to receipt by us of Homeland’s written notice of its election to receive our Common Stock as a result of the event of default by us, with the number of shares of our Common Stock issuable upon such default subject to certain limitations.  We concluded that the Conversion Option had and continues to have nominal value as of June 30, 2012.  We will continue to monitor the fair value of the Conversion Option on a regular basis.

 
17


On September 28, 2010, the Company entered into a promissory note in the principal amount of $1,322,000, with the former shareholders of Nuvotec in connection with an earn-out amount that we are required to pay upon meeting certain conditions for each earn-out measurement year ended June 30, 2008 to June 30, 2011, as a result of our acquisition of PFNW and PFNWR.  Interest is accrued at an annual interest rate of 6%. The promissory note provides for 36 equal monthly payments of approximately $40,000, consisting of interest and principal, starting October 15, 2010. The promissory note may be prepaid at any time without penalty. See further details of the earn-out amount in “Note 9 - Commitments and Contingencies - Earn-Out Amount.”

9.
Commitments and Contingencies
 
Hazardous Waste
In connection with our waste management services, we handle 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, we could be a potentially responsible party (“PRP”) for the costs of the cleanup notwithstanding any absence of fault on our part.

Legal Matters
In the normal course of conducting our business, we are involved in various litigations. 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 would have a material adverse effect on our financial position, liquidity or results of future operations.

Earn-Out Amount
In connection with the acquisition of PFNW and PFNWR in June 2007, we were required to pay to those former shareholders of Nuvotec an earn-out amount upon meeting certain conditions for each measurement year ended June 30, 2008 to June 30, 2011, with the aggregate of the full earn-out amount not to exceed $4,552,000, pursuant to the Merger Agreement, as amended (“Agreement”).  As of June 30, 2012, an aggregate earn-out amount of $3,896,000 has been paid as follows: (i) $2,574,000 in cash; and (ii) we issued a promissory note, dated September 28, 2010, in the principal amount of $1,322,000, as discussed above. The total $3,896,000 in earn-out amount paid to date or to be paid pursuant to the promissory note excludes approximately an aggregate $656,000 in Offset Amount, which represents an indemnification obligation (as defined by the Merger Agreement) which is payable or may be payable to the Company by the former shareholders of Nuvotec.  Pursuant to the Merger Agreement, the aggregate amount of any Offset Amount may total up to $1,000,000, except an Offset Amount is unlimited as to indemnification relating to liabilities for taxes, misrepresentation or inaccuracies with respect to the capitalization of Nuvotec or PEcoS or for willful or reckless misrepresentation of any representation, warranty or covenant. The $656,000 Offset Amount represents approximately $93,000 relating to an excise tax issue and a refund request from a PEcoS customer in connection with services for waste treatment prior to our acquisition of PFNWR and PFNW and an anticipated Offset Amount of $563,000 in connection with the receipt of nonconforming waste at the PFNWR facility prior to our acquisition of PFNWR and PFNW. We are currently involved in litigation with the party that delivered the nonconforming waste to the facility prior to our acquisition of PFNWR and PFNW.

Insurance
The Company has a 25-year finite risk insurance policy entered into in June 2003 with Chartis, a subsidiary of American International Group, Inc. (“AIG”), which provides financial assurance to the applicable states for our permitted facilities in the event of unforeseen closure. Prior to obtaining or renewing operating permits, we are required to provide financial assurance that guarantees to the states that in the event of closure, our permitted facilities will be closed in accordance with the regulations. The policy, as amended, provides for a maximum allowable coverage of $39,000,000 and has available capacity to allow for annual inflation and other performance and surety bond requirements. We have made all of the required payments for this finite risk insurance policy, as amended, of which the last two payments ($1,073,000 and $1,054,000) were made in the first quarter of 2012.  Fourteen payments totaling $18,305,000 have been made for this policy of which $14,472,000 has been deposited into a sinking fund account which represents a restricted cash account; $2,883,000 represented full/terrorism premium; and $950,000 represented fee payable to Chartis.  As of June 30, 2012, our financial assurance coverage amount under this policy totaled approximately $37,496,000.  We have recorded $15,368,000 in our sinking fund related to the policy noted above on the balance sheet, which includes interest earned of $896,000 on the sinking fund as of June 30, 2012.  Interest income for the three and six months ended June 30, 2012, was approximately $7,000 and $15,000, respectively.  On the fourth and subsequent anniversaries of the contract inception, we may elect to terminate this contract. If we so elect, Chartis is obligated to pay us an amount equal to 100% of the sinking fund account balance in return for complete releases of liability from both us and any applicable regulatory agency using this policy as an instrument to comply with financial assurance requirements.
 
 
18

 
In August 2007, we entered into a second finite risk insurance policy for our PFNWR facility with Chartis.  The policy provided an initial $7,800,000 of financial assurance coverage with an annual growth rate of 1.5%, which at the end of the four year term policy, provides maximum coverage of $8,200,000.  We have the option to renew this policy at the end of the four year term. We have made all of the required payments on this policy, totaling $7,158,000, of which $5,700,000 has been deposited into a sinking fund account and $1,458,000 represented premium.  As of June 30, 2012, we have recorded $5,885,000 in our sinking fund related to this policy on the balance sheet, which includes interest earned of $185,000 on the sinking fund as of June 30, 2012. Interest income for the three and six months ended June 30, 2012 totaled approximately $0 and $4,000, respectively.  On July 31, 2011, the policy was renewed for an additional year which required a $46,000 fee.  We have the option to renew this policy annually going forward with a similar fee which will be determined at the time of renewal.  All other terms of the policy remain substantially unchanged.

10.
Discontinued Operations and Divestitures
 
Our discontinued operations consist of our Perma-Fix of South Georgia, Inc. (“PFSG”) facility which met the held for sale criteria under ASC 360, “Property, Plant, and Equipment” on October 6, 2010.  Our discontinued operations also encompass our Perma-Fix of Fort Lauderdale, Inc. (“PFFL”), Perma-Fix of Orlando, Inc. (“PFO”), Perma-Fix of Maryland, Inc. (“PFMD”), Perma-Fix of Dayton, Inc. (“PFD”), and Perma-Fix Treatment Services, Inc. (“PFTS”) facilities, which were divested on August 12, 2011, October 14, 2011,  January 8, 2008, March 14, 2008, and May 30, 2008, respectively.  Our discontinued operations also includes two previously shut down locations, Perma-Fix of Michigan, Inc. (“PFMI”) and Perma-Fix of Memphis, Inc. (“PFM”), which were approved as discontinued operations by our Board of Directors effective October 4, 2004, and March 12, 1998, respectively.

On August 12, 2011, we completed the sale of our wholly-owned subsidiary, PFFL, pursuant to the terms of a Stock Purchase Agreement, dated June 13, 2011.  In consideration for the sale of 100% of the capital stock of PFFL, the buyer paid us $5,500,000 in cash at closing.  The cash consideration is subject to certain working capital adjustments after closing.  As of June 30, 2012, expenses related to the sale of PFFL totaled approximately $160,000, of which all have been paid ($3,000 was paid during the first quarter of 2012).  As of June 30, 2012, the gain on the sale of PFFL totaled approximately $1,707,000 (net of taxes of $1,067,000), which included a working capital adjustment of $185,000 to be received from the buyer.  The gain was recorded during the twelve months ended December 31, 2011.

On October 14, 2011, we completed the sale of our wholly-owned subsidiary, PFO, pursuant to the terms of an Asset Purchase Agreement, dated August 12, 2011.  In consideration for such assets, the buyer paid us $2,000,000 in cash at the closing and assumed certain liabilities of PFO.  The cash consideration is subject to certain working capital adjustments after closing.  As of June 30, 2012, expenses related to the sale of PFO totaled approximately $37,000, of which all have been paid ($17,000 was paid during the first quarter of 2012).  As of June 30, 2012, loss on the sale of PFO totaled approximately $198,000 (net of taxes of $209,000), which was recorded during the fourth quarter of 2011.  No working capital adjustment has been made on the sale of PFO.
 
 
19

 
We continue to market our PFSG facility for sale.  As required by ASC 360, based on our internal financial valuations, we concluded that no tangible asset impairments existed for PFSG as of June 30, 2012. No intangible asset exists at PFSG.
 
The following table summarizes the results of discontinued operations for the three and six months ended June 30, 2012 and 2011. The operating results of discontinued operations are included in our Consolidated Statements of Operations as part of our “(Loss) income from discontinued operations, net of taxes.”

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Amounts in Thousands)
 
2012
   
2011
   
2012
   
2011
 
   
 
   
 
   
 
       
Net revenues
  $ 599     $ 2,538     $ 1,215     5,167  
Interest expense
  $ (9 )   $ (18 )   $ (17 )   $ (37 )
Operating (loss) income from discontinued operations
 
(86 )   (45 )   (294 )   278  
Income tax (benefit) expense
  $ (26 )   (13 )   $ (96 )   98  
(Loss) ncome from discontinued operations
  $ (60 )   $ (32 )   $ (198 )   $ 180  

Assets related to discontinued operations total $2,381,000 and $2,343,000 as of June 30, 2012 and December 31, 2011, respectively, and liabilities related to discontinued operations total $3,913,000 and $3,972,000 as of June 30, 2012 and December 31, 2011, respectively.

The following table presents the major classes of asset and liabilities of discontinued operations that are classified as held for sale as of June 30, 2012 and December 31, 2011.  The held for sale assets and liabilities may differ at the closing of a sale transaction from the reported balances as of June 30, 2012:

   
June 30,
   
December 31,
 
(Amounts in Thousands)
 
2012
   
2011
 
   
 
   
 
 
Accounts receivable, net (1)
  $ 466     $ 385  
Inventories
    31       25  
Other assets
    15       22  
Property, plant and equipment, net (2)
    1,614       1,650  
Total assets held for sale
  $ 2,126     $ 2,082  
Accounts payable
  $ 303     $ 190  
Accrued expenses and other liabilities
    523       577  
Note payable
    88       105  
Environmental liabilities
    1,496       1,497  
Total liabilities held for sale
  $ 2,410     $ 2,369  

(1) net of allowance for doubtful accounts of $41,000 and $48,000 as of June 30, 2012 and December 31, 2011, respectively.

(2) net of accumulated depreciation of $62,000 for each period noted.

The following table presents the major classes of assets and liabilities of discontinued operations that are not held for sale as of June 30, 2012 and December 31, 2011:

 
20


   
June 30,
   
December 31,
 
(Amounts in Thousands)
 
2012
   
2011
 
   
 
   
 
 
Other assets
  $ 255     $ 261  
Total assets of discontinued operations
  $ 255     $ 261  
Accrued expenses and other liabilities
  $ 1,059     $ 1,083  
Accounts payable
    14       15  
Environmental liabilities
    430       505  
Total liabilities of discontinued operations
  $ 1,503     $ 1,603  

The environmental liabilities for our discontinued operations consist of remediation projects currently in progress at PFMI, PFM, PFD, and PFSG. These remediation projects principally entail the removal/remediation of contaminated soil, and in some cases, the remediation of surrounding ground water.  All of the remedial clean-up projects were an issue for years prior to our acquisition of the facility and were recognized pursuant to a business combination and recorded as part of the purchase price allocation to assets acquired and liabilities assumed.  The environmental liability for PFD was retained by the Company upon the sale of PFD in March 2008 and pertains to the remediation of a leased property which was separate and apart from the property on which PFD’s facility was located.  The reduction of approximately $76,000 in environmental liabilities from the December 31, 2011 balance of $2,002,000 reflects payment on remediation projects.

“Accrued expenses and other liabilities” (not held for sale) for our discontinued operations include a pension payable at PFMI of $402,000 as of June 30, 2012.  The pension plan withdrawal liability is a result of the termination of the union employees of PFMI.  The PFMI union employees participated in the Central States Teamsters Pension Fund ("CST"), which provides that a partial or full termination of union employees may result in a withdrawal liability, due from PFMI to CST.  The recorded liability is based upon a demand letter received from CST in August 2005 that provided for the payment of $22,000 per month over an eight year period.  This obligation is recorded as a long-term liability, with a current portion of $232,000 that we expect to pay over the next year.

11.
Operating Segments
 
In accordance with ASC 280, “Segment Reporting”, we define an operating segment as a business activity:

 
·
from which we may earn revenue and incur expenses;
 
 
·
whose operating results are regularly reviewed by the Chief Operating Officer to make decisions about resources to be allocated to the segment and assess its performance; and
 
 
·
for which discrete financial information is available.
 
We currently have two reporting segments, which are based on a service offering approach.  This however, excludes corporate headquarters, which does not generate revenue, and our discontinued operations, which includes all facilities as discussed in “Note 10 – Discontinued Operations and Divestitures."

Our reporting segments are defined as follows:

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
 
 
21

 
 
-
research and development activities to identify, develop and implement innovative waste processing techniques for problematic waste streams.

SERVICES SEGMENT which includes:
 
-
On-site waste management services to commercial and government customers;
 
-
Technical services which includes:
 
o
professional radiological measurement and site survey of large government and commercial installations using advance methods, technology and engineering;
 
o
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;
 
o
global technical services providing consulting, engineering, project management, waste management, environmental, and decontamination and decommissioning field, technical, and management personnel and services to commercial and government customers; and
 
o
augmented engineering services (through our Schreiber, Yonley & Associates subsidiary – “SYA”) providing consulting environmental services to industrial and government customers:
 
§
including air, water, and hazardous waste permitting, air, soil and water sampling, compliance reporting, emission reduction strategies, compliance auditing, and various compliance and training activities; and
 
§
engineering and compliance support to other segments.
 
-
A company owned equipment calibration and maintenance laboratory that services, maintains, calibrates, and sources (i.e.rental) of health physics, IH and customized nuclear, environmental, and occupational safety and health (“NEOSH”) instrumentation.

 
22

 
The table below presents certain financial information of our operating segments as of and for the three and six months ended June 30, 2012 and 2011 (in thousands).

Segment Reporting for the Quarter Ended June 30, 2012
   
Treatment
   
Services
   
Segments Total
   
Corporate (2)
   
Consolidated Total
 
Revenue from external customers
  $ 10,037     $ 23,941     $ 33,978 (3)   $ ¾     $ 33,978  
Intercompany revenues
    549       49       598       ¾       ¾  
Gross profit
    1,088       2,686       3,774       ¾       3,774  
Interest income
    ¾       ¾       ¾       7       7  
Interest expense
    3       ¾       3       196       199  
Interest expense-financing fees
    ¾       ¾       ¾       26       26  
Depreciation and amortization
    1,125       692       1,817       18       1,835  
Segment profit (loss)
    72       869       941       (2,070 )     (1,129 )
Segment assets(1)
    78,982       41,988       120,970       31,231 (4)     152,201  
Expenditures for segment assets
    74       103       177       2       179  
Total long-term debt
    108       9       117       17,346       17,463  

Segment Reporting for the Quarter Ended June 30, 2011
   
Treatment
   
Services
   
Segments Total
   
Corporate (2)
   
Consolidated Total
 
Revenue from external customers
  $ 17,631     $ 11,282     $ 28,913 (3)   $ ¾     $ 28,913  
Intercompany revenues
    376       87       463       ¾       ¾  
Gross profit
    5,972       2,077       8,049       ¾       8,049  
Interest income
    ¾       ¾       ¾       13       13  
Interest expense
    31       1       32       151       183  
Interest expense-financing fees
    ¾       ¾       ¾       54       54  
Depreciation and amortization
    1,137       10       1,147       29       1,176  
Segment profit (loss)
    3,261       1,177       4,438       (1,886 )     2,552  
Segment assets(1)
    98,239       2,974       101,213       31,069 (4)     132,282  
Expenditures for segment assets
    947       5       952       20       972  
Total long-term debt
    205       15       220       9,037 (5)     9,257  

Segment Reporting for the Six Months Ended June 30, 2012
   
Treatment
   
Services
   
Segments Total
   
Corporate (2)
   
Consolidated Total
 
Revenue from external customers
  $ 22,879     $ 49,172     $ 72,051 (3)   $ ¾     $ 72,051  
Intercompany revenues
    1,158       117       1,275       ¾       ¾  
Gross profit
    3,809       4,266       8,075       ¾       8,075  
Interest income
    ¾       ¾       ¾       21       21  
Interest expense
    5       6       11       409       420  
Interest expense-financing fees
    ¾       ¾       ¾       60       60  
Depreciation and amortization
    2,255       1,152       3,407       36       3,443  
Segment profit (loss)
    1,164       925       2,089       (4,074 )     (1,985 )
Segment assets(1)
    78,982       41,988       120,970       31,231 (4)     152,201  
Expenditures for segment assets
    242       141       383       4       387  
Total long-term debt
    108       9       117       17,346       17,463  

Segment Reporting for the Six Months Ended June 30, 2011
   
Treatment
   
Services
   
Segments Total
   
Corporate (2)
   
Consolidated Total
 
Revenue from external customers
  $ 29,966     $ 22,562     $ 52,528 (3)   $ ¾     $ 52,528  
Intercompany revenues
    794       156       950       ¾       ¾  
Gross profit
    6,932       4,147       11,079       ¾       11,079  
Interest income
    ¾       ¾       ¾       26       26  
Interest expense
    64       1       65       294       359  
Interest expense-financing fees
    ¾       ¾       ¾       156       156  
Depreciation and amortization
    2,278       20       2,298       34       2,332  
Segment profit (loss)
    3,379       2,305       5,684       (3,665 )     2,019  
Segment assets(1)
    98,239       2,974       101,213       31,069 (4)     132,282  
Expenditures for segment assets
    1,659       6       1,665       24       1,689  
Total long-term debt
    205       15       220       9,037 (5)     9,257  
 
 
23

 
(1)
Segment assets have been adjusted for intercompany accounts to reflect actual assets for each segment.

(2)
Amounts reflect the activity for corporate headquarters not included in the segment information.

(3)
The following customers accounted for 10% or more of the total revenues generated from continuing operations for the three and six months ended June 30, 2012 and the corresponding period of 2011: (1) Revenues from CH Plateau Remediation Company (“CHPRC”) totaled $6,323,000 or 18.5% and $12,633,000 or 17.5% for the three and six months ended June 30, 2012, respectively and $17,171,000 or 59.4% and $30,833,000 or 58.7% for the corresponding period of 2011, respectively (2) Revenues generated directly from the U.S. Department of Energy (“DOE”) accounted for $9,709,000 or 28.6% and $19,408,000 or 26.9% for the three and six months ended June 30, 2012, respectively and $0 or 0% and $0 or 0% for the corresponding period of 2011, respectively.  The increase in revenue generated directly from the DOE was attributable to the acquisition of SEC in October 31, 2011.

(4)
Amount includes assets from discontinued operations of $2,381,000 and $7,590,000 as of June 30, 2012 and 2011, respectively.

(5)
Net of debt discount of ($32,000) in connection with Warrants and Common Stock issued on May 8, 2009 in connection with a $3,000,000 promissory note entered into by the Company and Mr. William Lampson and Mr. Diehl Rettig on May 8, 2009.  The promissory note and the Warrants were modified on April 18, 2011.  The promissory note was paid off and the debt discount became fully amortized in April 2012.  See Note 8 - “Promissory Note and Installment Agreement” for additional information.   

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 opera