x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
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58-1954497
|
State or other jurisdiction of incorporation or organization
|
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(IRS Employer Identification Number)
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8302 Dunwoody Place, #250, Atlanta, GA
|
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30350
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(Address of principal executive offices)
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(Zip Code)
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(770) 587-9898
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(Registrant's telephone number)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
|
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Name of each exchange on which registered
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Common Stock, $.001 Par Value
|
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NASDAQ Capital Markets
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Large accelerated filer
o
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Accelerated Filer
o
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Non-accelerated Filer
o
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Smaller reporting company
x
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PART I
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Page No
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Item 1.
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1
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Item 1A.
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8
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Item 1B.
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18
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Item 2.
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18
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Item 3.
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18
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Item 4.
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19
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Item 4A.
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19
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PART II
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Item 5.
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20
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Item 6.
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21
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Item 7.
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21 | |
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Item 7A.
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39
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39
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Item 8.
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42
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Item 9.
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80
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Item 9A.
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80
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Item 9B.
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81
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PART III
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Item 10.
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82
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Item 11.
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88
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Item 12.
|
106
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Item 13.
|
109 | |
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Item 14.
|
111
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|
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PART IV
|
|
|
Item 15.
|
112
|
o | Treatment, storage, processing and disposal of mixed waste (which is waste that contains both low-level radioactive and hazardous waste), non-nuclear hazardous waste, nuclear low level, and higher activity radioactive wastes; |
o | Research and development (“R&D”) activities to identify, develop and implement innovative waste processing techniques for problematic waste streams; |
o | On-site waste management services to commercial and government customers; |
o | Technical services which includes: (a) health physics and radiological control technician services; (b) safety and industrial hygiene services; (c) staff augmentation services providing consulting, engineering, project management, waste management, environmental, and decontamination and decommissioning field personal, technical personnel, and management and services to commercial and government customers; and (d) consulting engineering services 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; |
o | Nuclear services which includes: (a) technology-based services including engineering, decontamination and decommissioning (“D&D”), specialty services and construction, logistics, transportation, processing and disposal and (b) remediation of nuclear licensed and federal facilities and the remediation cleanup of nuclear legacy sites; and |
o | Instrumentation and measurement technologies. |
·
|
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 and assess its performance; and
|
·
|
for which discrete financial information is available.
|
-
|
nuclear, low-level radioactive, mixed, hazardous and non-hazardous waste treatment, processing and disposal services primarily through four uniquely licensed (Nuclear Regulatory Commission or state equivalent) and permitted (Environmental Protection Agency (“EPA”) or state equivalent) treatment and storage facilities held by the following subsidiaries: Perma-Fix of Florida, Inc. (“PFF”), Diversified Scientific Services, Inc., (“DSSI”), Perma-Fix Northwest Richland, Inc. (“PFNWR”), and East Tennessee Materials & Energy Corporation (“M&EC”). The presence of nuclear and low-level radioactive constituents within the waste streams processed by this segment creates different and unique operational, processing and permitting/licensing requirements; and
|
-
|
R&D activities to identify, develop and implement innovative waste processing techniques for problematic waste streams.
|
-
|
On-site waste management services to commercial and government customers;
|
-
|
Technical services, which include:
|
o | professional radiological measurement and site survey of large government and commercial installations using advanced 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 D&D 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; |
-
|
Nuclear services, which include:
|
o | technology-based services including engineering, D&D, specialty services and construction, logistics, transportation, processing and disposal; |
o | remediation of nuclear licensed and federal facilities and the remediation cleanup of nuclear legacy sites. Such services capability includes: project investigation; radiological engineering; partial and total plant D&D; facility decontamination, dismantling, demolition, and planning; site restoration; site construction; logistics; transportation; and emergency response; and |
-
|
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;
|
|
|
Total
|
% of Total
|
|||||||
Customer
|
Year
|
Revenue
|
Revenue
|
|||||||
CHPRC
|
2013
|
$
|
19,922,000
|
26.8
|
%
|
|||||
2012
|
$
|
24,652,000
|
19.3
|
%
|
· | accidents, terrorism, natural disasters or other incidents occurring at nuclear facilities or involving shipments of nuclear materials; |
· | failure of the federal government to approve necessary budgets, or to reduce the amount of the budget necessary, to fund remediation of DOE and DOD sites; |
· | civic opposition to or changes in government policies regarding nuclear operations; or |
· | a reduction in demand for nuclear generating capacity; or |
· | failure to perform under existing contracts, directly or indirectly, with the federal government. |
· | claims for clean-up costs, personal injury or damage to the environment in cases in which we are held responsible for the release of hazardous or radioactive materials; and |
· |
claims of employees, customers, or third parties for personal injury or property damage occurring in the course of our operations; and
|
· |
claims alleging negligence or professional errors or omissions in the planning or performance of our services.
|
· | require us to dedicate a substantial portion of our cash flow to the payment of principal and interest, thereby reducing the funds available for operations and future business opportunities; |
· | make it more difficult for us to satisfy our obligations; |
· | limit our ability to borrow additional money if needed for other purposes, including working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes, on satisfactory terms or at all; |
· | limit our ability to adjust to changing economic, business and competitive conditions; |
· | place us at a competitive disadvantage with competitors who may have less indebtedness or greater access to financing; |
· | make us more vulnerable to an increase in interest rates, a downturn in our operating performance or a decline in general economic conditions; and |
· | make us more susceptible to changes in credit ratings, which could impact our ability to obtain financing in the future and increase the cost of such financing. |
Location
|
|
Square Footage
|
Expiration of Lease
|
|
Knoxville, TN (Safety and Ecology Corporation or "SEC")
|
20,850
|
|
May 31, 2018
|
|
Knoxville, TN (SEC)
|
|
11,000
|
|
September 30, 2014
|
Blaydon On Tyne, England (Perma-Fix UK Limited)
|
1,000
|
|
Monthly
|
|
Pittsburgh, PA (SEC)
|
|
640
|
|
Monthly
|
Newport, KY (SEC)
|
|
1,566
|
|
Monthly
|
Oak Ridge, TN (M&EC)
|
|
150,000
|
|
February 28, 2018
|
Ellisville, MO (SYA)
|
|
12,000
|
|
May 31, 2016
|
Atlanta, GA (Corporate)
|
|
7,672
|
|
May 31, 2015
|
NAME
|
AGE
|
POSITION
|
Dr. Louis F. Centofanti
|
70
|
Chairman of the Board, President and Chief Executive Officer
|
Mr. Ben Naccarato
|
51
|
Chief Financial Officer, Vice President, and Secretary
|
Mr. Robert Schreiber, Jr.
|
63
|
President of Schreiber, Yonley & Associates (“SYA”), a subsidiary of the Company, and Principal Engineer
|
Mr. John Lash
|
51
|
Chief Operating Officer
|
|
|
2013
|
2012
|
||||||||||||||
|
|
Low
|
High
|
Low
|
High
|
||||||||||||
Common Stock
|
1
st
Quarter
|
$
|
3.14
|
$
|
5.25
|
$
|
7.32
|
$
|
9.50
|
||||||||
2
st
Quarter
|
1.80
|
4.30
|
5.30
|
8.40
|
|||||||||||||
3
st
Quarter
|
1.96
|
4.00
|
4.25
|
5.95
|
|||||||||||||
4
st
Quarter
|
2.85
|
4.28
|
3.40
|
5.35
|
(Consolidated)
|
2013
|
%
|
2012
|
%
|
||||||||||||
Net revenues
|
$
|
74,413
|
100.0
|
$
|
127,509
|
100.0
|
||||||||||
Cost of goods sold
|
64,597
|
86.8
|
111,705
|
87.6
|
||||||||||||
Gross Profit
|
9,816
|
13.2
|
15,804
|
12.4
|
||||||||||||
|
||||||||||||||||
Selling, general and administrative
|
14,376
|
19.3
|
18,390
|
14.4
|
||||||||||||
Impairment of goodwill
|
27,856
|
37.4
|
¾
|
¾
|
||||||||||||
Research and development
|
1,764
|
2.4
|
1,823
|
1.4
|
||||||||||||
Loss on disposal of property and equipment
|
49
|
¾
|
15
|
¾
|
||||||||||||
Loss from operations
|
(34,229
|
)
|
(45.9
|
)
|
(4,424
|
)
|
(3.4
|
)
|
||||||||
Interest income
|
35
|
¾
|
41
|
¾
|
||||||||||||
Interest expense
|
(762
|
)
|
(1.0
|
)
|
(818
|
)
|
(.6
|
)
|
||||||||
Interest expense – financing fees
|
(132
|
)
|
(.2
|
)
|
(107
|
)
|
(.1
|
)
|
||||||||
Other
|
(8
|
)
|
¾
|
8
|
¾
|
|||||||||||
Loss from continuing operations before taxes
|
(35,096
|
)
|
(47.1
|
)
|
(5,300
|
)
|
(4.1
|
)
|
||||||||
Income tax benefit
|
(625
|
)
|
(.8
|
)
|
(2,151
|
)
|
(1.6
|
)
|
||||||||
Loss from continuing operations
|
$
|
(34,471
|
)
|
(46.3
|
)
|
$
|
(3,149
|
)
|
(2.5
|
)
|
(In thousands)
|
2013
|
%
Revenue
|
2012
|
%
Revenue
|
Change
|
%
Change
|
||||||||||||||||||
Treatment
|
|
|
|
|
|
|
||||||||||||||||||
Government waste
|
$
|
20,188
|
27.1
|
$
|
30,501
|
23.9
|
$
|
(10,313
|
)
|
(33.8
|
)
|
|||||||||||||
Hazardous/non-hazardous
|
4,439
|
6.0
|
3,230
|
2.6
|
1,209
|
37.4
|
||||||||||||||||||
Other nuclear waste
|
10,913
|
14.7
|
12,151
|
9.5
|
(1,238
|
)
|
(10.2
|
)
|
||||||||||||||||
Total
|
35,540
|
47.8
|
45,882
|
36.0
|
(10,342
|
)
|
(22.5
|
)
|
||||||||||||||||
|
||||||||||||||||||||||||
Services
|
||||||||||||||||||||||||
Nuclear
|
32,067
|
43.1
|
62,043
|
48.6
|
(29,976
|
)
|
(48.3
|
)
|
||||||||||||||||
Technical
|
6,806
|
9.1
|
19,584
|
15.4
|
(12,778
|
)
|
(65.2
|
)
|
||||||||||||||||
Total
|
38,873
|
52.2
|
81,627
|
64.0
|
(42,754
|
)
|
(52.4
|
)
|
||||||||||||||||
|
||||||||||||||||||||||||
Total
|
$
|
74,413
|
100.0
|
$
|
127,509
|
100.0
|
$
|
(53,096
|
)
|
(41.6
|
)
|
(In thousands)
|
2013
|
%
Revenue
|
2012
|
%
Revenue
|
Change
|
|||||||||||||||
Treatment
|
$
|
29,966
|
84.3
|
$
|
36,614
|
79.8
|
$
|
(6,648
|
)
|
|||||||||||
Services
|
34,631
|
89.1
|
75,091
|
92.0
|
(40,460
|
)
|
||||||||||||||
Total
|
$
|
64,597
|
86.8
|
$
|
111,705
|
87.6
|
$
|
(47,108
|
)
|
|
|
%
|
|
%
|
|
|||||||||||||||
(In thousands)
|
2013
|
Revenue
|
2012
|
Revenue
|
Change
|
|||||||||||||||
Treatment
|
$
|
5,574
|
15.7
|
$
|
9,268
|
20.2
|
$
|
(3,694
|
)
|
|||||||||||
Services
|
4,242
|
10.9
|
6,536
|
8.0
|
(2,294
|
)
|
||||||||||||||
Total
|
$
|
9,816
|
13.2
|
$
|
15,804
|
12.4
|
$
|
(5,988
|
)
|
(In thousands)
|
2013
|
%
Revenue
|
2012
|
%
Revenue
|
Change
|
|||||||||||||||
Administrative
|
$
|
5,215
|
¾
|
$
|
6,536
|
¾
|
$
|
(1,321
|
)
|
|||||||||||
Treatment
|
4,253
|
12.0
|
4,051
|
8.8
|
202
|
|||||||||||||||
Services
|
4,908
|
12.6
|
7,803
|
9.6
|
(2,895
|
)
|
||||||||||||||
Total
|
$
|
14,376
|
19.3
|
$
|
18,390
|
14.4
|
$
|
(4,014
|
)
|
Clean up costs
|
$
|
6,293,000
|
||
Impairment of fixed assets
|
130,000
|
|||
Incremental payroll costs
|
244,000
|
|||
Other incremental costs
|
192,000
|
|||
Total incurred costs through December 31, 2013
|
$
|
6,859,000
|
||
|
||||
Insurance recovery receivable
|
$
|
2,995,000
|
||
Insurance recoveries already received
|
$
|
3,664,000
|
(In thousands)
|
2013
|
|||
Cash used in operating activities of continuing operations
|
$
|
(1,696
|
)
|
|
Cash used in operating activities of discontinued operations
|
(1,020
|
)
|
||
Cash used in investing activities of continuing operations
|
(1,487
|
)
|
||
Cash provided by financing activities of continuing operations
|
204
|
|||
Principal repayment of long-term debt for discontinued operations
|
(36
|
)
|
||
Decrease in cash
|
$
|
(4,035
|
)
|
|
Quarterly
|
1st Quarter
|
2nd Quarter
|
3rd Quarter
|
4th Quarter
|
||||||||||
(Dollars in thousands)
|
Requirement
|
Actual
|
Actual
|
Actual
|
Actual
|
||||||||||
Senior Credit Facility
|
|
|
|
|
|
||||||||||
Fixed charge coverage ratio
|
1.25:1
|
0.63:1
|
2.21:1
|
1.30:1
|
0.53:1
|
||||||||||
Minimum tangible adjusted net worth
|
$30,000
|
$55,349
|
$55,106
|
$51,537
|
$46,971
|
|
|
Total
|
% of Total
|
|||||||
Customer
|
Year
|
Revenue
|
Revenue
|
|||||||
CHPRC
|
2013
|
$
|
19,922,000
|
26.8
|
%
|
|||||
2012 |
$
|
24,652,000
|
19.3
|
%
|
|
Current
|
Long-term
|
||||||||||
|
Accrual
|
Accrual
|
Total
|
|||||||||
PFD
|
$
|
11
|
$
|
58
|
$
|
69
|
||||||
PFM
|
34
|
11
|
45
|
|||||||||
PFSG
|
604
|
236
|
840
|
|||||||||
PFMI
|
-
|
77
|
77
|
|||||||||
Total Liability
|
$
|
649
|
$
|
382
|
$
|
1,031
|
· | demand for our services subject to fluctuations due to variety of factors; |
· | significant reductions in the level of government funding could have a material adverse impact on our business, financial position, results of operations and cash flows; |
· | expect to meet our quarterly financial covenants in 2014; |
· | ability to successfully raise additional capital and develop business plan that will generate profitable revenues; |
· | ability to improve operations and liquidity; |
· | ability to close and remediate certain contaminated sites for projected amounts over the projected periods; |
· | permit and license requirements represent a potential barrier to entry for possible competitors; |
· | failure to obtain and maintain our permit or approvals would have a material adverse effect on us, our operations, and financial condition; |
· | potential large fluctuations in revenue in each of our quarters in the near future; |
· | ability to fund expenses to remediate sites from funds generated internally; |
· | expansion into both commercial and international markets to help offset the uncertainties of government spending in the USA; |
· | potential effect on our operations with the adoption of programs by federal or state government mandating a substantial reduction in greenhouse gas emissions; |
· | ability to fund budgeted capital expenditures during 2014 through our operations and lease financing; |
· | continue focus on efficient operations of facilities and on-site activities, continue to evaluating strategic acquisition, and to continue the R&D of innovative technologies to expand company service offering and to treat nuclear waste, mixed waste, and industrial waste; |
· | our cash flows from operations and our available liquidity from our amended and restated line of credit are sufficient to service the Company’s current obligations; |
· | continue to take steps to improve our operations and liquidity and to invest working capital into our facilities to fund capital additions to our segments; |
· | as our operations and activities expand, there could be an increase in potential litigation; |
· | ability to continue under existing contracts that we have with the federal government (directly or indirectly as a subcontractor); |
· | we believe the 2014 Omnibus spending bill will provide potential increased revenues and generate positive cash flow in 2014; |
· | process our backlog during periods of low waste receipts, which historically has been in the first or fourth quarter; |
· | future enforcement policies as applied to existing laws or by the enactment of new environmental laws and regulations; |
· | although we believe that we are currently in substantial compliance with applicable laws and regulations, we could be subject to fines, penalties or other liabilities or could be adversely affected by existing or subsequently enacted laws or regulations; |
· | despite our aggressive compliance and auditing procedure for disposal of wastes, we could further be notified, in the future, that we are a PRP at a remedial action site, which could have a material adverse effect; and |
· | we could be deemed responsible for part for the cleanup of certain properties and be subject to fines and civil penalties in connection with violations of regulatory requirements. |
· | general economic conditions; |
· | material reduction in revenues; |
· | ability to meet PNC covenant requirements; |
· | inability to collect in a timely manner a material amount of receivables; |
· | 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 federal agencies or subcontracts involving federal agencies, or reduction in amount of waste delivered to the Company under the contracts or subcontracts; |
· | renegotiation of contracts involving the federal government; |
· | 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; |
· | lender refuses to waive non-compliance or revises our covenant so that we are in compliance; and |
· | Risk factors contained in Item 1A of this report. |
Index to Consolidated Financial Statements
|
||
Consolidated Financial Statements
|
Page No.
|
|
Report of Independent Registered Public Accounting Firm
|
43
|
|
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
44
|
|
Consolidated Statements of Operations for the years ended December 31, 2013 and 2012
|
46
|
|
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2013 and 2012
|
47
|
|
Consolidated Statements of Stockholders’ Equity for the years December 31, 2013 and 2012
|
48
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012
|
49
|
|
Notes to Consolidated Financial Statements
|
50
|
2013
|
2012
|
|||||||
|
|
|
||||||
ASSETS
|
|
|
||||||
Current assets:
|
|
|
||||||
Cash
|
$
|
333
|
$
|
4,368
|
||||
Restricted cash
|
35
|
35
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $1,932 and $2,507, respectively
|
8,106
|
11,395
|
||||||
Unbilled receivables - current
|
4,917
|
8,530
|
||||||
Retainage receivable
|
135
|
312
|
||||||
Inventories
|
520
|
473
|
||||||
Prepaid and other assets
|
2,949
|
3,282
|
||||||
Deferred tax assets - current
|
¾
|
1,316
|
||||||
Current assets related to discontinued operations
|
3,114
|
499
|
||||||
Total current assets
|
20,109
|
30,210
|
||||||
|
||||||||
Property and equipment:
|
||||||||
Buildings and land
|
19,486
|
26,297
|
||||||
Equipment
|
35,279
|
34,657
|
||||||
Vehicles
|
610
|
661
|
||||||
Leasehold improvements
|
11,625
|
11,625
|
||||||
Office furniture and equipment
|
2,046
|
2,116
|
||||||
Construction-in-progress
|
630
|
334
|
||||||
|
69,676 |
75,690
|
||||||
Less accumulated depreciation and amortization
|
(43,616
|
)
|
(40,376
|
)
|
||||
Net property and equipment
|
26,060 |
35,314
|
||||||
|
||||||||
Property and equipment related to discontinued operations
|
1,367
|
1,614
|
||||||
|
||||||||
Intangibles and other long term assets:
|
||||||||
Permits
|
16,744
|
16,799
|
||||||
Goodwill
|
1,330
|
29,186
|
||||||
Other intangible assets - net
|
2,980
|
3,610
|
||||||
Unbilled receivables – non-current
|
302
|
137
|
||||||
Finite risk sinking fund
|
21,307
|
21,272
|
||||||
Other assets
|
1,401
|
1,549
|
||||||
Total assets
|
$
|
91,600
|
$
|
139,691
|
|
|
|
||||||
(Amounts in Thousands, Except for Share and per Share Amounts)
|
2013
|
2012
|
||||||
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
||||||
Current liabilities:
|
|
|
||||||
Accounts payable
|
$
|
5,462
|
$
|
8,657
|
||||
Accrued expenses
|
4,933
|
6,672
|
||||||
Disposal/transportation accrual
|
1,385
|
2,294
|
||||||
Unearned revenue
|
4,149
|
3,695
|
||||||
Billings in excess of costs and estimated earnings
|
268
|
1,934
|
||||||
Current liabilities related to discontinued operations
|
3,994
|
1,512
|
||||||
Current portion of long-term debt
|
2,876
|
2,794
|
||||||
Total current liabilities
|
23,067
|
27,558
|
||||||
|
||||||||
Accrued closure costs
|
5,222 |
11,349
|
||||||
Other long-term liabilities
|
739
|
674
|
||||||
Deferred tax liabilities
|
1,012
|
1,340
|
||||||
Long-term liabilities related to discontinued operations
|
602
|
1,829
|
||||||
Long-term debt, less current portion
|
11,372
|
11,402
|
||||||
Total long-term liabilities
|
18,947 |
26,594
|
||||||
|
||||||||
Total liabilities
|
42,014
|
54,152
|
||||||
|
||||||||
Commitments and Contingencies
|
||||||||
Series B 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 of $738 and $674, respectively
|
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,11,406,573 and 11,247,642 shares issued, respectively; 11,398,931 and 11,240,000 shares outstanding, respectively
|
11
|
11
|
||||||
Additional paid-in capital
|
103,454
|
102,864
|
||||||
Accumulated deficit
|
(55,078
|
)
|
(19,103
|
)
|
||||
Accumulated other comprehensive income (loss)
|
2
|
(2
|
)
|
|||||
Less Common Stock in treasury, at cost; 7,642 shares
|
(88
|
)
|
(88
|
)
|
||||
Total Perma-Fix Environmental Services, Inc. stockholders' equity
|
48,301
|
83,682
|
||||||
Non-controlling interest
|
¾
|
572
|
||||||
Total stockholders' equity
|
48,301
|
84,254
|
||||||
|
||||||||
Total liabilities and stockholders' equity
|
$
|
91,600
|
$
|
139,691
|
2013
|
2012
|
|||||||
Net revenues
|
$
|
74,413
|
$
|
127,509
|
||||
Cost of goods sold
|
64,597
|
111,705
|
||||||
Gross profit
|
9,816
|
15,804
|
||||||
|
||||||||
Selling, general and administrative expenses
|
14,376
|
18,390
|
||||||
Research and development
|
1,764
|
1,823
|
||||||
Impairment of goodwill
|
27,856
|
—
|
||||||
Loss on disposal of property and equipment
|
49
|
15
|
||||||
Loss from operations
|
(34,229
|
)
|
(4,424
|
)
|
||||
|
||||||||
Other income (expense):
|
||||||||
Interest income
|
35
|
41
|
||||||
Interest expense
|
(762
|
)
|
(818
|
)
|
||||
Interest expense – financing fees
|
(132
|
)
|
(107
|
)
|
||||
Other
|
(8
|
)
|
8
|
|||||
Loss from continuing operations before income taxes
|
(35,096
|
)
|
(5,300
|
)
|
||||
Income tax benefit
|
(625
|
)
|
(2,151
|
)
|
||||
Loss from continuing operations
|
(34,471
|
)
|
(3,149
|
)
|
||||
|
||||||||
Loss from discontinued operations, net of taxes
|
(1,568
|
)
|
(30
|
)
|
||||
Net loss
|
(36,039
|
)
|
(3,179
|
)
|
||||
|
||||||||
Less: net (loss) income attributable to non-controlling interest
|
(64
|
)
|
180
|
|||||
|
||||||||
Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders
|
$
|
(35,975
|
)
|
$
|
(3,359
|
)
|
||
|
||||||||
Net loss per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - basic and diluted:
|
||||||||
|
||||||||
Continuing operations
|
$
|
(3.04
|
)
|
$
|
(.30
|
)
|
||
Discontinued operations
|
$
|
(.14
|
)
|
$
|
—
|
|||
Net loss per common share
|
$
|
(3.18
|
)
|
$
|
(.30
|
)
|
||
|
||||||||
|
||||||||
Number of common shares used in computing net loss per share:
|
||||||||
Basic
|
11,319
|
11,225
|
||||||
Diluted
|
11,319
|
11,225
|
(Amounts in Thousands)
|
2013
|
2012
|
||||||
|
|
|
||||||
Net loss
|
$
|
(36,039
|
)
|
$
|
(3,179
|
)
|
||
Other comprehensive income:
|
||||||||
Foreign currency translation gain
|
4
|
1
|
||||||
Total other comprehensive income
|
4
|
1
|
||||||
|
||||||||
Comprehensive loss
|
(36,035
|
)
|
(3,178
|
)
|
||||
Comprehensive (loss) income attributable to non-controlling interest
|
(64
|
)
|
180
|
|||||
Comprehensive loss attributable to Perma-Fix Environmental Services, Inc. common stockholders
|
$
|
(35,971
|
)
|
$
|
(3,358
|
)
|
|
Common Stock
|
Additional
Paid-In
Capital
|
Common
Stock
Held In
Treasury
|
Accumulated
Other
Comprehensive
(Loss) Income
|
Non-contolling Interest in
Subsidiary
|
Accumulated
Deficit
|
Total
Stockholders'
Equity
|
|||||||||||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Balance at December 31, 2011
|
11,213,587
|
$
|
11
|
$
|
102,456
|
$
|
(88
|
)
|
$
|
(3
|
)
|
$
|
392
|
$
|
(15,744
|
)
|
$
|
87,024
|
||||||||||||||
Net income (loss)
|
¾
|
¾
|
¾
|
¾
|
¾
|
180
|
(3,359
|
)
|
(3,179
|
)
|
||||||||||||||||||||||
Foreign currency translation
|
¾
|
¾
|
¾
|
¾
|
1
|
¾
|
¾
|
1
|
||||||||||||||||||||||||
Issuance of Common Stock for services
|
34,055
|
¾
|
217
|
¾
|
¾
|
¾
|
¾
|
217
|
||||||||||||||||||||||||
Stock-Based Compensation
|
¾
|
¾
|
191
|
¾
|
¾
|
¾
|
¾
|
191
|
||||||||||||||||||||||||
Balance at December 31, 2012
|
11,247,642
|
$
|
11
|
$
|
102,864
|
$
|
(88
|
)
|
$
|
(2
|
)
|
$
|
572
|
$
|
(19,103
|
)
|
$
|
84,254
|
||||||||||||||
Net loss
|
¾
|
¾
|
¾
|
¾
|
¾
|
(64
|
)
|
(35,975
|
)
|
(36,039
|
)
|
|||||||||||||||||||||
Foreign currency translation
|
¾
|
¾
|
¾
|
¾
|
4
|
¾
|
¾
|
4
|
||||||||||||||||||||||||
Distribution to non-controlling interest
|
¾
|
¾
|
¾
|
¾
|
¾
|
(490
|
)
|
¾
|
(490
|
)
|
||||||||||||||||||||||
Redemption of non-controlling interest
|
¾
|
¾
|
¾
|
¾
|
¾
|
(18
|
)
|
¾
|
(18
|
)
|
||||||||||||||||||||||
Issuance of Common Stock for services
|
69,041
|
¾
|
206
|
¾
|
¾
|
¾
|
¾
|
206
|
||||||||||||||||||||||||
Issuance of Common Stock for debt
|
90,000
|
¾
|
200
|
¾
|
¾
|
¾
|
¾
|
200
|
||||||||||||||||||||||||
Issuance of warrants for debt
|
¾
|
¾
|
59
|
¾
|
¾
|
¾
|
¾
|
59
|
||||||||||||||||||||||||
Cash in lieu - reverse stock split
|
(110
|
)
|
¾
|
¾
|
¾
|
¾
|
¾
|
¾
|
¾
|
|||||||||||||||||||||||
Stock-Based Compensation
|
¾
|
¾
|
125
|
¾
|
¾
|
¾
|
¾
|
125
|
||||||||||||||||||||||||
Balance at December 31, 2013
|
11,406,573
|
$
|
11
|
$
|
103,454
|
$
|
(88
|
)
|
$
|
2
|
$
|
¾
|
$
|
(55,078
|
)
|
$
|
48,301
|
(Amounts in Thousands)
|
2013
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
||||||
Net loss
|
$
|
(36,039
|
)
|
$
|
(3,179
|
)
|
||
Less: loss on discontinued operations
|
(1,568
|
)
|
(30
|
)
|
||||
|
||||||||
Loss from continuing operations
|
(34,471
|
)
|
(3,149
|
)
|
||||
Adjustments to reconcile net income from continuing operations to cash provided by operations:
|
||||||||
Depreciation and amortization
|
4,126
|
5,470
|
||||||
Amortization of debt discount
|
36
|
12
|
||||||
Amortization of fair value of customer contracts
|
(1,298
|
)
|
(3,667
|
)
|
||||
Deferred tax benefit
|
(639
|
)
|
(234
|
)
|
||||
(Benefit) provision for bad debt and other reserves
|
(304
|
)
|
124
|
|||||
Foreign exchange translation gain
|
4
|
1
|
||||||
Impairment of goodwill
|
27,856
|
──
|
||||||
Loss on disposal of plant, property and equipment
|
49
|
15
|
||||||
Issuance of common stock for services
|
206
|
217
|
||||||
Stock-based compensation
|
125
|
191
|
||||||
Changes in operating assets and liabilities of continuing operations
|
||||||||
Accounts receivable
|
3,769
|
5,929
|
||||||
Unbilled receivables
|
3,448
|
1,390
|
||||||
Prepaid expenses, inventories and other assets
|
1,828
|
2,845
|
||||||
Accounts payable, accrued expenses and unearned revenue
|
(6,431
|
)
|
(11,631
|
)
|
||||
Cash used in continuing operations
|
(1,696
|
)
|
(2,487
|
)
|
||||
Cash used in discontinued operations
|
(1,020
|
)
|
(922
|
)
|
||||
Cash used in operating activities
|
(2,716
|
)
|
(3,409
|
)
|
||||
|
||||||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment, net
|
(944
|
)
|
(412
|
)
|
||||
Proceeds from sale of plant, property and equipment
|
──
|
121
|
||||||
Change in restricted cash, net
|
──
|
1,500
|
||||||
Payments to finite risk sinking fund
|
(35
|
)
|
(1,918
|
)
|
||||
Non-controlling interest distribution/redemption
|
(508
|
)
|
──
|
|||||
Cash used in investing activities of continuing operations
|
(1,487
|
)
|
(709
|
)
|
||||
Cash used in investing activities of discontinued operations
|
──
|
(2
|
)
|
|||||
Net cash used in investing activities
|
(1,487
|
)
|
(711
|
)
|
||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Net repayments of revolving credit
|
──
|
──
|
||||||
Principal repayments of long term debt
|
(2,796
|
)
|
(3,532
|
)
|
||||
Proceeds from issuance of long-term debt
|
3,000
|
──
|
||||||
Cash provided by (used in) financing activities of continuing operations
|
204
|
(3,532
|
)
|
|||||
Principal repayment of long-term debt for discontinued operations
|
(36
|
)
|
(35
|
)
|
||||
Cash provided by (used in) financing activities
|
168
|
(3,567
|
)
|
|||||
|
||||||||
Decrease in cash
|
(4,035
|
)
|
(7,687
|
)
|
||||
Cash at beginning of period
|
4,368
|
12,055
|
||||||
Cash at end of period
|
$
|
333
|
$
|
4,368
|
||||
|
||||||||
Supplemental disclosure:
|
||||||||
Interest paid
|
$
|
714
|
$
|
922
|
||||
Income taxes paid
|
110
|
479
|
||||||
Issuance of Common Stock for debt
|
200
|
──
|
||||||
Issuance of Warrants for debt
|
59
|
──
|
||||||
Purchase of equipment through capital lease obligation
|
71
|
──
|
-
|
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 and development activities to identify, develop and implement innovative waste processing techniques for problematic waste streams.
|
-
|
On-site waste management services to commercial and government customers;
|
-
|
Technical services, which include:
|
o | professional radiological measurement and site survey of large government and commercial installations using advanced 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; |
-
|
Nuclear services, which include:
|
o | technology-based services including engineering, decontamination and decommissioning (“D&D”), specialty services and construction, logistics, transportation, processing and disposal; |
o | remediation of nuclear licensed and federal facilities and the remediation cleanup of nuclear legacy sites. Such services capability includes: project investigation; radiological engineering; partial and total plant D&D; facility decontamination, dismantling, demolition, and planning; site restoration; site construction; logistics; transportation; and emergency response; and |
-
|
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.
|
|
|
Total
|
% of Total
|
|||||||
Customer
|
Year
|
Revenue
|
Revenue
|
|||||||
CHPRC
|
2013
|
$
|
19,922,000
|
26.8
|
%
|
|||||
2012 |
$
|
24,652,000
|
19.3
|
%
|
Customer
|
Year
|
AR
|
AR
|
|||||||
Clauss Construction
|
2013
|
$
|
1,145,000
|
14.2
|
%
|
|||||
2012
|
$
|
1,486,000
|
13.0
|
%
|
Goodwill (amounts in thousands)
|
Treatment
|
Services
|
Total
|
|||||||||
Balance as of December 31, 2011
|
$
|
13,691
|
$
|
15,495
|
$
|
$29,186
|
||||||
Balance as of December 31, 2012
|
$
|
13,691
|
$
|
15,495
|
$
|
$29,186
|
||||||
Goodwill impairment
|
(13,691
|
)
|
(14,165
|
)
|
(27,856
|
)
|
||||||
Balance as of December 31, 2013
|
$ |
¾
|
$
|
1,330
|
$
|
$ 1,330
|
Permit (amount in thousands)
|
Treatment
|
|||
Balance as of December 31, 2011
|
$
|
16,854
|
||
PCB permit amortized
(1)
|
(55
|
)
|
||
Balance as of December 31, 2012
|
16,799
|
|||
PCB permit amortized
(1)
|
(55
|
)
|
||
Balance as of December 31, 2013
|
$
|
16,744
|
|
December 31, 2013
|
|
December 31, 2012
|
|
||||||||||||||||||||||||
|
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
|
$
|
514
|
$
|
(155
|
)
|
$
|
359
|
$
|
453
|
$
|
(105
|
)
|
$
|
348
|
|||||||||||||
Software
|
3
|
379
|
(258
|
)
|
121
|
380
|
(145
|
)
|
235
|
|||||||||||||||||||
Non-compete agreement
|
1.2
|
265
|
(174
|
)
|
91
|
265
|
(62
|
)
|
203
|
|||||||||||||||||||
Customer contracts
|
0.5
|
790
|
(790
|
)
|
¾
|
790
|
(790
|
)
|
¾
|
|||||||||||||||||||
Customer relationships
|
12
|
3,370
|
(961
|
)
|
2,409
|
3,370
|
(546
|
)
|
2,824
|
|||||||||||||||||||
Total
|
$
|
5,318
|
$
|
(2,338
|
)
|
$
|
2,980
|
$
|
5,258
|
$
|
(1,648
|
)
|
$
|
3,610
|
2013
|
2012
|
|||||||||||||||||||||||
|
Shares
|
Weighted
Average
Exercise
Price
|
Intrinsic
Value
(a)
|
Shares
|
Weighted
Average
Exercise
Price
|
Intrinsic
Value
(a)
|
||||||||||||||||||
1993 Non-qualified Stock Option Plan
|
|
|
|
|
|
|
||||||||||||||||||
Balance at beginning of year
|
70,500
|
$
|
10.95
|
|
71,600
|
$
|
10.95
|
|
||||||||||||||||
Exercised
|
—
|
—
|
$
|
—
|
—
|
—
|
$
|
—
|
||||||||||||||||
Forfeited
|
(70,500
|
)
|
10.95
|
(1,100
|
)
|
10.95
|
||||||||||||||||||
Balance at end of year
|
—
|
—
|
$
|
—
|
70,500
|
10.95
|
$
|
—
|
||||||||||||||||
Options exercisable at year end
|
—
|
—
|
$
|
—
|
70,500
|
10.95
|
$
|
—
|
||||||||||||||||
1992 Outside Directors Stock Plan
|
||||||||||||||||||||||||
Balance at beginning of year
|
3,000
|
$
|
10.10
|
11,000
|
$
|
12.23
|
||||||||||||||||||
Forfeited
|
(3,000
|
)
|
10.10
|
(8,000
|
)
|
13.65
|
||||||||||||||||||
Balance at end of year
|
—
|
—
|
$
|
—
|
3,000
|
10.10
|
$
|
—
|
||||||||||||||||
Options exercisable at year end
|
—
|
—
|
$
|
—
|
3,000
|
10.10
|
$
|
—
|
||||||||||||||||
2003 Outside Directors Stock Plan
|
||||||||||||||||||||||||
Balance at beginning of year
|
163,200
|
$
|
10.19
|
151,200
|
$
|
10.56
|
||||||||||||||||||
Granted
|
24,000
|
2.89
|
12,000
|
5.50
|
||||||||||||||||||||
Forfeited
|
(18,000
|
)
|
9.95
|
—
|
—
|
|||||||||||||||||||
Balance at end of year
|
169,200
|
9.18
|
$
|
5,850
|
163,200
|
10.19
|
$
|
—
|
||||||||||||||||
Options exercisable at year end
|
145,200
|
10.22
|
$
|
—
|
151,200
|
10.56
|
$
|
—
|
||||||||||||||||
2004 Stock Option Plan
|
||||||||||||||||||||||||
Balance at beginning of year
|
182,100
|
$
|
10.55
|
264,167
|
$
|
10.17
|
||||||||||||||||||
Forfeited
|
(48,500
|
)
|
10.05
|
(82,067
|
)
|
9.33
|
||||||||||||||||||
Balance at end of year
|
133,600
|
10.73
|
$
|
—
|
182,100
|
10.55
|
$
|
—
|
||||||||||||||||
Options exercisable at year end
|
133,600
|
10.73
|
$
|
—
|
182,100
|
10.55
|
$
|
—
|
||||||||||||||||
2010 Stock Option Plan
|
||||||||||||||||||||||||
Balance at beginning of year
|
60,000
|
$
|
7.85
|
60,000
|
$
|
7.85
|
||||||||||||||||||
Granted
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Balance at end of year
|
60,000
|
7.85
|
$
|
—
|
60,000
|
7.85
|
$
|
—
|
||||||||||||||||
Options exercisable at year end
|
40,000
|
7.85
|
$
|
—
|
20,000
|
7.85
|
$
|
—
|
||||||||||||||||
Non-Qualified Stock Option Agreement
|
||||||||||||||||||||||||
Balance at beginning of year
|
50,000
|
$
|
6.75
|
50,000
|
$
|
6.75
|
||||||||||||||||||
Forfeited
|
(50,000
|
)
|
$
|
6.75
|
—
|
—
|
||||||||||||||||||
Balance at end of year
|
—
|
—
|
$
|
—
|
50,000
|
6.75
|
$
|
—
|
||||||||||||||||
Options exercisable at year end
|
—
|
—
|
$
|
—
|
12,500
|
6.75
|
$
|
—
|
(a) | Represents the difference between the market price at the date of exercise or the end of the year, as applicable, and the exercise price. |
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Options outstanding January 1, 2013
|
528,800
|
$
|
9.82
|
|
|
|||||||||||
Granted
|
24,000
|
2.89
|
|
|
||||||||||||
Exercised
|
─
|
─
|
|
|
─
|
|||||||||||
Forfeited/Expired
|
(190,000
|
)
|
9.51
|
|
|
|||||||||||
Options outstanding End of Period
(1)
|
362,800
|
$
|
9.53
|
3.3
|
$
|
5,850
|
||||||||||
Options Exercisable at December 31, 2013
(2)
|
318,800
|
$
|
10.14
|
2.8
|
─
|
|||||||||||
Options Vested and expected to be vested at December 31, 2013
|
362,800
|
$
|
9.53
|
3.3
|
$
|
5,850
|
Clean up costs
|
$
|
6,293,000
|
||
Impairment of fixed assets
|
130,000
|
|||
Incremental payroll costs
|
244,000
|
|||
Other incremental costs
|
192,000
|
|||
Total incurred costs through December 31, 2013
|
$
|
6,859,000
|
||
|
||||
Insurance recovery receivable
|
$
|
2,995,000
|
||
Insurance recoveries already received
|
$
|
3,664,000
|
For The Year Ended December 31,
|
||||||||
Amount in Thousands
|
2013
|
2012
|
||||||
|
|
|
||||||
Net revenue
|
$
|
1,789
|
$
|
2,204
|
||||
Interest Expense
|
(27
|
)
|
(34
|
)
|
||||
Operating income (loss) from discontinued operations
|
59
|
(560
|
)
|
|||||
Income tax expense (benefit)
|
1,627
|
(530
|
)
|
|||||
Loss from discontinued operations
|
(1,568
|
)
|
(30
|
)
|
December 31,
|
December 31,
|
|||||||
(Amounts in Thousands)
|
2013
|
2012
|
||||||
|
|
|
||||||
Accounts receivable, net
(1)
|
$
|
20
|
$
|
391
|
||||
Inventories
|
37
|
32
|
||||||
Other assets
|
3,018
|
16
|
||||||
Property, plant and equipment, net
(2)
|
1,367
|
1,614
|
||||||
Total assets held for sale
|
$
|
4,442
|
$
|
2,053
|
||||
Accounts payable
|
$
|
2,716
|
$
|
229
|
||||
Accrued expenses and other liabilities
|
363
|
528
|
||||||
Note payable
|
35
|
71
|
||||||
Environmental liabilities
|
840
|
1,373
|
||||||
Total liabilities held for sale
|
$
|
3,954
|
$
|
2,201
|
December 31,
|
December 31,
|
|||||||
(Amounts in Thousands)
|
2013
|
2012
|
||||||
|
|
|
||||||
Other assets
|
$
|
39
|
$
|
60
|
||||
Total assets of discontinued operations
|
$
|
39
|
$
|
60
|
||||
Accrued expenses and other liabilities
|
$
|
436
|
$
|
884
|
||||
Accounts payable
|
15
|
15
|
||||||
Environmental liabilities
|
191
|
241
|
||||||
Total liabilities of discontinued operations
|
$
|
642
|
$
|
1,140
|
|
Current
|
Long-term
|
||||||||||
|
Accrual
|
Accrual
|
Total
|
|||||||||
PFD
|
$
|
11
|
$
|
58
|
$
|
69
|
||||||
PFM
|
34
|
11
|
45
|
|||||||||
PFSG
|
604
|
236
|
840
|
|||||||||
PFMI
|
—
|
77
|
77
|
|||||||||
Total Liability
|
$
|
649
|
$
|
382
|
$
|
1,031
|
(Amounts in Thousands)
|
December 31, 2013
|
December 31, 2012
|
||||||
Revolving Credit
facility dated October 31, 2011, borrowings based upon eligible accounts receivable, subject to monthly borrowing base calculation, variable interest paid monthly at our option of prime rate (3.25% at December 31, 2013) plus 2.0% or London Interbank Offer Rate ("LIBOR") plus 3.0%, balance due October 31, 2016. Effective interestrate for 2013 and 2012 was 3.7% and 3.8%, respectively.
(1)
|
$
|
—
|
$
|
—
|
||||
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 2013 and 2012 was 3.9% and 3.9%, respectively.
(1)
|
11,238
|
13,524
|
||||||
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%.
(2)
|
—
|
352
|
||||||
Promissory Note
dated February 12, 2013, payable in monthly installments of $10, which includes interest and principal, starting February 28, 2013, interest accrues at annual rate of 6.0%, balance due January 31, 2015.
(2)
|
127
|
—
|
||||||
Promissory Note
dated August 2, 2013, payable in twelve monthly installments of interest only, starting September 1, 2013 and twenty-four monthly installments of $125 in principal plus accrued interest. Interest accrues at annual rate of 2.99%.
(2) (3)
|
2,777
|
—
|
||||||
Various capital lease and promissory note obligations
, payable 2014 to 2014, interest at rates ranging from 5.3% to 7.1%.
|
141
|
391
|
||||||
$ | 14,283 | $ | 14,267 | |||||
Less current portion of long-term debt
|
2,876
|
2,794
|
||||||
Less long-term debt related to assets held for sale
|
35
|
71
|
||||||
|
$
|
11,372
|
$
|
11,402
|
(1)
|
Our Revolving Credit facility is collateralized by our accounts receivable and our Term Loan is collateralized by our property, plant, and equipment.
|
(2)
|
Uncollateralized note.
|
(3)
|
Net of debt discount of ($223,000) for December 31, 2013. See “Promissory Note and Installment Agreement” below for additional information.
|
· | 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. |
Year ending December 31:
|
|
|||
2014
|
$
|
2,962
|
||
2015
|
3,819
|
|||
2016
|
7,690
|
|||
Total
|
$
|
14,471
|
2013
|
2012
|
|||||||
Salaries and employee benefits
|
$
|
3,473
|
$
|
4,430
|
||||
Accrued sales, property and other tax
|
370
|
793
|
||||||
Interest payable
|
27
|
29
|
||||||
Insurance payable
|
726
|
978
|
||||||
Other
|
337
|
442
|
||||||
Total accrued expenses
|
$
|
4,933
|
$
|
6,672
|
Amounts in thousands
|
|
|||
Balance as of December 31, 2011
|
$
|
11,937
|
||
Accretion expense
|
185
|
|||
Payments
|
(773
|
)
|
||
Adjustment to closure liability
|
―
|
|||
Balance as of December 31, 2012
|
11,349
|
|||
Accretion expense
|
272
|
|||
Adjustment to closure liability
|
(6,399
|
)
|
||
Balance as of December 31, 2013
|
$
|
5,222
|
Amounts in thousands
|
|
|||
Balance as of December 31, 2011
|
$
|
9,370
|
||
Adjustment to closure and post-closure asset
|
―
|
|||
Amortization of closure and post-closure asset
|
(290
|
)
|
||
Balance as of December 31, 2012
|
9,080
|
|||
Adjustment to closure and post-closure asset
|
(5,830
|
)
|
||
Amortization of closure and post-closure asset
|
(289
|
)
|
||
Balance as of December 31, 2013
|
$
|
2,961 |
2013
|
2012
|
|||||||
Federal income tax benefit - current
|
$
|
(144
|
)
|
$
|
(2,107
|
)
|
||
Federal income tax (benefit) expense - deferred
|
(1,989
|
)
|
11
|
|||||
State income tax expense - current
|
158
|
191
|
||||||
State income tax expense (benefit) - deferred
|
1,350
|
(246
|
)
|
|||||
Total income tax benefit
|
$
|
(625
|
)
|
$
|
(2,151
|
)
|
2013
|
2012
|
|||||||
Net operating losses
|
$
|
6,001
|
$
|
4,612
|
||||
Environmental and closure reserves
|
2,387
|
4,740
|
||||||
Impairment of assets
|
―
|
505
|
||||||
Investment
|
(50
|
)
|
(59
|
)
|
||||
Other
|
3,626
|
3,798
|
||||||
Deferred tax liabilities:
|
||||||||
Depreciation and amortization
|
(3,762
|
)
|
(6,973
|
)
|
||||
Goodwill and indefinite lived intangible assets
|
(1,012
|
)
|
(902
|
)
|
||||
Prepaid expenses
|
(20
|
)
|
(16
|
)
|
||||
|
7,170
|
5,705
|
||||||
Valuation allowance
|
(8,182
|
)
|
(5,729
|
)
|
||||
Net deferred income tax liabilities
|
(1,012
|
)
|
(24
|
)
|
2013
|
2012
|
|||||||
Tax benefit at statutory rate
|
$
|
(11,880
|
)
|
$
|
(1,847
|
)
|
||
State tax benefit, net of federal benefit
|
(102
|
)
|
(131
|
)
|
||||
Permanent items
|
166
|
110
|
||||||
Non-deductible Goodwill
|
9,471
|
―
|
||||||
Other
|
125
|
(100
|
)
|
|||||
Reserve for uncertain tax positions
|
180
|
―
|
||||||
Increase (decrease) in valuation allowance
|
1,415
|
(183
|
)
|
|||||
Income tax benefit
|
$
|
(625
|
)
|
$
|
(2,151
|
)
|
|
2013
|
2012
|
||||||
Balances at beginning of year
|
$
|
―
|
$
|
―
|
||||
Addition related to prior year tax position
|
180
|
―
|
||||||
Balances at end of the year
|
$
|
180
|
$
|
―
|
Year ending December 31:
|
|
|||
2014
|
$
|
809
|
||
2015
|
728
|
|||
2016
|
590
|
|||
2017
|
529 | |||
2018
|
174 | |||
beyond 2018
|
―
|
|||
Total
|
$
|
2,830 |
· | a promissory note (“October Note” - with original principal balance of $2,500,000 which was part consideration of the acquisition), with an principal balance of approximately $1,460,000, was cancelled, terminated and rendered null and void; |
· | the Company issued to TNC a new, two-year, non-negotiable, unsecured promissory note in the principal amount of approximately $230,000 (the “New Note”) in replacement of the October Note. The New Note bears an annual interest rate of 6%, payable in 24 monthly installments of principal and interest of approximately $10,000, with first payment due February 28, 2013; |
· | the remaining escrow balance of $500,000 was released to TNC. $2,000,000 was deposited into an escrow account as partial consideration of the purchase price and was established to satisfy any claims that we may have against TNC for indemnification pursuant to the Purchase Agreement. TNC 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 ; |
· | the Parties terminated all of their rights and obligations to indemnification under the Purchase Agreement, except with respect to TNC’s covenants relating to non-complete, non-solicitation of customers and employees, confidentiality, and related remedies which will continue in full force and effect in accordance with the terms of the Purchase Agreement (the “Continuing Covenants”); |
· | the Parties terminated their rights and obligations with respect to (i) the representations, warranties, and covenants contained in the Purchase Agreement, except for the Continuing Covenants; and |
· | the Company terminated its contractual right to offset amounts owing to TNC under the Purchase Agreement to satisfy claims against TNC. |
· | from which we may earn revenue and incur expenses; |
· | whose operating results are regularly reviewed by the Chief Operating Officer (our Chief Operating Decision Maker) to make decisions about resources to be allocated to the segment and assess its performance; and |
· | for which discrete financial information is available. |
|
|
||||||||||||||||||||||||||||
|
Treatment
|
|
Services
|
|
|
Segments
Total
|
|
Corporate
And Other
|
(2)
|
Consolidated
Total
|
|||||||||||||||||||
Revenue from external customers
|
$
|
35,540
|
|
$
|
38,873
|
|
|
$
|
74,413
|
(3)
|
$
|
—
|
$
|
74,413
|
|||||||||||||||
Intercompany revenues
|
1,179
|
|
77
|
|
|
1,256
|
¾
|
¾
|
|||||||||||||||||||||
Gross profit
|
5,574
|
|
4,242
|
|
|
9,816
|
¾
|
9,816
|
|||||||||||||||||||||
Interest income
|
¾
|
|
¾
|
|
|
¾
|
35
|
35
|
|||||||||||||||||||||
Interest expense
|
42
|
|
(3
|
)
|
|
|
39
|
723
|
762
|
||||||||||||||||||||
Interest expense-financing fees
|
¾
|
|
¾
|
|
|
¾
|
132
|
132
|
|||||||||||||||||||||
Depreciation and amortization
|
3,045
|
|
990
|
|
|
4,035
|
91
|
4,126
|
|||||||||||||||||||||
Segment loss
|
(8,198
|
)
|
(6)
|
(20,042
|
)
|
(6)
|
(28,240
|
)
|
(6,231
|
)
|
(34,471
|
)
|
|||||||||||||||||
Segment assets
(1)
|
49,978
|
11,951
|
61,929
|
29,671
|
(4)
|
91,600 | |||||||||||||||||||||||
Expenditures for segment assets
|
477
|
466
|
943
|
1
|
944
|
||||||||||||||||||||||||
Total debt
|
106
|
¾
|
106
|
14,142
|
(5)
|
14,248
|
|||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
Segment Reporting as of and for the year ended December 31, 2012
|
|||||||||||||||||||||||||||||
|
Treatment
|
Services
|
Segments
Total
|
Corporate
And Other
|
(2)
|
Consolidated
Total
|
|||||||||||||||||||||||
Revenue from external customers
|
$
|
45,882
|
$
|
81,627
|
$
|
127,509
|
(3)
|
$
|
—
|
$
|
127,509
|
||||||||||||||||||
Intercompany revenues
|
1,785
|
845
|
2,630
|
¾
|
¾
|
||||||||||||||||||||||||
Gross profit
|
9,268
|
6,536
|
15,804
|
¾
|
15,804
|
||||||||||||||||||||||||
Interest income
|
¾
|
¾
|
¾
|
41
|
41
|
||||||||||||||||||||||||
Interest expense
|
9
|
12
|
21
|
797
|
818
|
||||||||||||||||||||||||
Interest expense-financing fees
|
¾
|
¾
|
¾
|
107
|
107
|
||||||||||||||||||||||||
Depreciation and amortization
|
4,448
|
949
|
5,397
|
73
|
5,470
|
||||||||||||||||||||||||
Segment profit (loss)
|
2,951
|
1,474
|
4,425
|
(7,574
|
)
|
(3,149
|
)
|
||||||||||||||||||||||
Segment assets
(1)
|
75,405
|
36,120
|
111,525
|
28,166
|
(4)
|
139,691
|
|||||||||||||||||||||||
Expenditures for segment assets
|
263
|
145
|
408
|
4
|
412
|
||||||||||||||||||||||||
Total debt
|
85
|
5
|
90
|
14,106
|
14,196
|
(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 consolidated revenues included the CH Plateau Remediation Company (“CHPRC”) revenue of $19,922,000 or 26.8% and $24,652,000 or 19.3%, for 2013 and 2012, respectively, of our total consolidated revenue from continuing operations.
|
(4)
|
Amount includes assets from our discontinued operations of $4,481,000 and $2,113,000, as of December 31, 2013 and 2012, respectively.
|
(5)
|
Net of debt discount of ($223,000) based on the estimated fair value at issuance of two Warrants and 90,000 shares of the Company’s Common Stock issued on August 2, 2013 in connection with a $3,000,000 promissory note entered into by the Company and Messrs. William Lampson and Robert L. Ferguson. See Note 8 – “Long-Term Debt – Promissory Note and Installment Agreement” for additional information.”
|
(6)
|
Includes goodwill impairment charge of $13,691,000 for the Treatment Segment and $14,165,000 for the Services Segment.
|
March 31
|
June 30
|
Sept 30
|
Dec. 31
|
|||||||||||||
2013
|
|
|
|
|
||||||||||||
Net revenues
|
$
|
19,829
|
$
|
22,784
|
$
|
19,072
|
$
|
12,728
|
||||||||
Gross profit
|
537
|
4,023
|
3,129
|
2,127
|
||||||||||||
Loss from continuing operations
|
(2,888
|
)
|
(980
|
)
|
(568
|
)
|
(30,035
|
)
|
||||||||
(Loss) income from discontinued operations, net of taxes
|
(27
|
)
|
43
|
(240
|
)
|
(1,344
|
)
|
|||||||||
Net loss
|
(2,915
|
)
|
(937
|
)
|
(808
|
)
|
(31,379
|
)
|
||||||||
Net loss attributable to noncontrolling interest
|
(3
|
)
|
(61
|
)
|
—
|
—
|
||||||||||
Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders
|
$
|
(2,912
|
)
|
$
|
(876
|
)
|
$
|
(808
|
)
|
$
|
(31,379
|
)
|
||||
|
||||||||||||||||
Basic and diluted net loss per common share attributable to Perma-Fix Environmental Services, Inc. stockholders:
|
||||||||||||||||
Continuing operations
|
$
|
(.26
|
)
|
$
|
(.08
|
)
|
$
|
(.05
|
)
|
$
|
(2.63
|
)
|
||||
Discontinued operations
|
—
|
—
|
(.02
|
)
|
(.12
|
)
|
||||||||||
Net loss per common share
|
$
|
(.26
|
)
|
$
|
(.08
|
)
|
$
|
(.07
|
)
|
$
|
(2.75
|
)
|
||||
|
||||||||||||||||
|
March 31
|
June 30
|
Sept 30
|
Dec. 31
|
||||||||||||
2012
|
||||||||||||||||
Net revenues
|
$
|
37,936
|
$
|
33,698
|
$
|
29,190
|
$
|
26,684
|
||||||||
Gross profit
|
4,369
|
3,930
|
4,226
|
3,279
|
||||||||||||
Loss from continuing operations
|
(807
|
)
|
(1,009
|
)
|
(472
|
)
|
(861
|
)
|
||||||||
(Loss) income from discontinued operations, net of taxes
|
(138
|
)
|
(60
|
)
|
(61
|
)
|
229
|
|||||||||
Net loss
|
(945
|
)
|
(1,069
|
)
|
(533
|
)
|
(632
|
)
|
||||||||
Net income attributable to noncontrolling interest
|
56
|
102
|
21
|
1
|
||||||||||||
Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders
|
$
|
(1,001
|
)
|
$
|
(1,171
|
)
|
$
|
(554
|
)
|
$
|
(633
|
)
|
||||
|
||||||||||||||||
Basic and diluted net (loss) income per common share attributable to Perma-Fix Environmental Services, Inc. stockholders:
|
||||||||||||||||
Continuing operations
|
$
|
(.08
|
)
|
$
|
(.10
|
)
|
$
|
(.04
|
)
|
$
|
(.08
|
)
|
||||
Discontinued operations
|
(.01
|
)
|
—
|
(.01
|
)
|
.02
|
||||||||||
Net loss per common share
|
$
|
(.09
|
)
|
$
|
(.10
|
)
|
$
|
(.05
|
)
|
$
|
(.06
|
)
|
·
|
the Company’s failure to meet the minimum quarterly fixed charge coverage ratio requirement for the fourth quarter of 2013 (see “Note 8 – Long Term Debt” for further information of this non-compliance;
|
·
|
the quarterly fixed charge coverage ratio testing requirement for the first quarter of 2014;
|
·
|
the requirement that the Company’s consolidated financial statements for the year ended December 31, 2013 be issued without a going concern qualification;
|
·
|
violation, if any, for the purchase of 80% of a subsidiary in Poland (“CEE Opportunity Partners Poland S.A on April 4, 2014) and the formation of Perma-Fix Medical Corporation (“PFMedical” which was incorporated on January 21, 2014), neither of which shall be a credit party under our Amended Loan Agreement;
|
·
|
revised the methodology to be used in calculating the fixed charge coverage ratio in each of the subsequent quarters of 2014 and changed the minimum quarterly fixed charge coverage ratio requirement of 1:25 to 1:00 to 1:15 to 1:00 for each of the subsequent quarters of 2014; and
|
·
|
reduced our Revolving Credit facility from $18,000,000 to $12,000,000.
|
NAME
|
AGE
|
POSITION
|
Dr. Louis F. Centofanti
|
70
|
Chairman of the Board, President and Chief Executive Officer
|
Mr. Jack Lahav
|
65
|
Director
|
Honorable Joe R. Reeder
|
66
|
Director
|
Mr. Larry M. Shelton
|
60
|
Director
|
Dr. Charles E. Young
|
82
|
Director
|
Mr. Mark A. Zwecker
|
63
|
Director
|
Dr. Gary Kugler
|
73
|
Director
|
John M. Climaco
(1)
|
45
|
Director
|
· | convening and chairing meetings of the non-employee directors as necessary from time to time and Board meetings in the absence of the Chairman of the Board; |
· | acting as liaison between directors, committee chairs and management; |
· | serving as information sources for directors and management; and |
· | carrying out responsibilities as the Board may delegate from time to time. |
· | be an individual at least 21 years of age who is not under legal disability; |
· | have the ability to be present, in person, at all regular and special meetings of the Board of Directors; |
· | not serve on the boards of more than three other publicly held companies; |
· | satisfy the director qualification requirements of all environmental and nuclear commissions, boards or similar regulatory or law enforcement authorities to which the Corporation is subject so as not to cause the Corporation to fail to satisfy any of the licensing requirements imposed by any such authority; |
· | not be affiliated with, employed by or a representative of, or have or acquire a material personal involvement with, or material financial interest in, any “Business Competitor” (as defined); |
· | not have been convicted of a felony or of any misdemeanor involving moral turpitude; and |
· | have been nominated for election to the Board of Directors in accordance with the terms of the Amended and Restated Bylaws. |
· | standards of integrity, personal ethics and value, commitment, and independence of thought and judgment; |
· | ability to represent the interests of the Company’s stockholders; |
· | ability to dedicate sufficient time, energy and attention to fulfill the requirements of the position; and |
· | diversity of skills and experience with respect to accounting and finance, management and leadership, business acumen, vision and strategy, charitable causes, business operations, and industry knowledge. |
· | Compensation should be based on the level of job responsibility, executive performance, and company performance. |
· | Executive officers’ pay should be more closely linked to company performance than that of other employees because the executive officers have a greater ability to affect our results. |
· | Compensation should be competitive with compensation offered by other companies (subject to size and revenues) that compete with us for talented individuals. |
· | Compensation should reward performance. |
· | Compensation should motivate executives to achieve our strategic and operational goals. |
· | Company Performance Assessment; MIP . The Compensation Committee assesses our performance in order to establish compensation ranges and, as described below, to establish specific performance measures that determine incentive compensation under the Management Incentive Plan (“MIP”) established for each of our NEOs. For this purpose, the Compensation Committee considers numerous measures of performance of both us and industries with which we compete, including, but not limited to, revenue, gross profit, net income, administrative expenses, and earnings before interests, taxes and depreciation (“EBITDA”) . |
· | Individual Performance Assessment . Because the Compensation Committee believes that an individual’s performance should effect an individual’s compensation, the Compensation Committee seeks to encourage and reward each NEO based on achievement of individual performance goals, in addition to overall company performance measures mentioned above. With respect to the CEO and COO, compensation is also awarded based on qualitative measures such as maintaining the safety of our facilities as well maintaining permit compliance. With respect to the CFO, the Compensation Committee takes into account improvements made in accounting and financial processes such as maintaining Sarbanes-Oxley Act of 2002 (“SOX”) and Securities and Exchange Commission compliance, improving accounts receivable (“AR”) targets, system integration, and centralization of the Company’s systems. In designing the compensation plan for the NEO, the Compensation Committee believes individual measures result in short and long term value to stockholders. The Compensation Committee also considers input of, and the performance analysis provided by, the CEO when designing the compensation plan for the other NEOs. The Compensation Committee believes that the CEO’s daily interactions with the other NEOs provide valuable insight regarding the contributions made by the other NEOs. With respect to all NEOs, the Compensation Committee also exercises its judgment based on its interactions with the particular NEO, such officer’s contribution to our performance and other leadership achievements. |
· | Peer Group Assessment . The Compensation Committee compares our compensation program with a group of companies against which the Compensation Committee believes we compete for talented individuals (the “Peer Group”). The composition of the Peer Group is periodically reviewed and updated by the Compensation Committee. The companies currently comprising the Peer Group are Clean Harbors, Inc., American Ecology Corporation, and EnergySolutions, Inc., each of which is a waste disposal/management company. The Compensation Committee considers the Peer Group’s executive compensation programs as a whole and the compensation of individual officers in the Peer Group, if job responsibilities are meaningfully similar. When comparing the Peer Group’s executive compensation programs to our programs, the Compensation Committee considers that the companies within this Peer Group have substantially greater revenues than our Company, as well as subjective factors with respect to each of our NEOs. These individual subjective factors include the relative level of experience of each executive officer, the general responsibilities of each executive officer, and the relative capitalization and revenues of the Peer Group members. |
· | The Compensation Committee understands that our competitors generally have greater capital resources than we do and are larger businesses than we are; as a result, the Compensation Committee does not attempt to match the compensation packages offered by the Peer Group or to set our compensation packages at a certain percentage or other objective target level as compared to members of the Peer Group; |
· | The Compensation Committee considers what compensation package is expected to enable us to compete for talented individuals given the opportunities and compensation offered by us; and |
· | Our executive compensation will necessarily fall below (and sometimes significantly below) the compensation offered by members of the Peer Group due to our limited resources as compared to the resources of members of the Peer Group. |
· | the ultimate conviction (after all appeals have been decided) of the executive by a court of competent jurisdiction, or a plea of nolo contendrere or a plea of guilty by the executive, to a felony involving a moral practice or act; |
· | willful or gross misconduct or gross neglect of duties by the executive, which is injurious to the Company. Failure of the executive to perform his duties due to disability shall not be considered gross misconduct or gross neglect of duties; |
· | act of fraud or embezzlement against the Company; and |
· | willful breach of any material provision of the employment agreement. |
· | assignment to the executive of duties inconsistent with his responsibilities as they existed during the 90-day period preceding the date of the employment agreement, including status, office, title, and reporting requirement; |
· | any other action by the Company which results in a reduction in (i) the compensation payable to the executive, or (ii) the executive’s position, authority, duties, or other responsibilities without the executive’s prior approval; |
· | the relocation of the executive from his base location on the date of the employment agreement, excluding travel required in order to perform the executive’s job responsibilities; |
· | any purported termination by the Company of the executive’s employment otherwise than as permitted by the agreement; and |
· | any material breach by the Company of any provision of the employment agreement, except that an insubstantial or inadvertent breach by the Company which is promptly remedied by the Company after receipt of notice by the executive is not considered a material breach. |
· | a transaction in which any person, entity, corporation, or group (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange (other than the Company, or a profit sharing, employee ownership or other employee benefit plan sponsored by the Company or any subsidiary of the Company): (i) will purchase any of the Company’s voting securities (or securities convertible into such voting securities) for cash, securities or other consideration pursuant to a tender offer, or (ii) will become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act, directly or indirectly (in one transaction or a series of transactions), of securities of the Company representing 50% or more of the total voting power of the then outstanding securities of the Company ordinarily having the right to vote in the election of directors; or |
· | a change, without the approval of at least two-thirds of the Board of Directors then in office, of a majority of the Company’s Board of Directors; or |
· | the Company’s execution of an agreement for the sale of all or substantially all of the Company’s assets to a purchaser which is not a subsidiary of the Company; or |
· | the Company’s adoption of a plan of dissolution or liquidation; or |
· | the Company’s closure of the facility where the executive works; or |
· | the Company’s execution of an agreement for a merger or consolidation or other business combination involving the Company in which the Company is not the surviving corporation, or, if immediately following such merger or consolidation or other business combination, less than fifty percent (50%) of the surviving corporation’s outstanding voting stock is held by persons who are stockholders of the Company immediately prior to such merger or consolidation or other business combination; or |
· | such event that is of a nature that is required to be reported in response to Item 5.01 of Form 8-K. |
(i) | effective May 24, 2013 (“Separation Date”), Leichtweis voluntarily terminated and retired as an employee of the Company, Senior Vice President of the Company and President of SEC; |
(ii) | the Leichtweis Employment Agreement dated October 31, 2011 between the Company and Leichtweis was terminated in all respects, except for the “Confidentiality of Trade Secrets and Business Information” (“Section 7”) clause of the Leichtweis Employment Agreement. No severance and Special Bonus (as defined in the Leichtweis Employment Agreement) were payable to Leichtweis under the Leichtweis Employment Agreement. Leichtweis was paid all accrued salary, vacation and any benefit under the employee’s benefit plan to Separation Date. Leichtweis’ voluntary termination of employment with the Company was for reasons other than for “Good Reason” (as defined by Leichtweis Employment Agreement) and is within the meaning of Treasury Regulation § 1.409A-1(h)(1) as of the Separation Date; |
(iii) | the Management Incentive Plan (“MIP”) effective as of November 1, 2011, as amended on July 12, 2012, for the benefit of Leichtweis was forfeited and cancelled. No payment was payable under the MIP as of the Separation Date; |
(iv) | After given the effect of the reverse stock split, a nonqualified stock option (the “Option”) granted to Leichtweis on October 31, 2011, which provided for the purchase of up to 50,000 shares of the Company’s Common Stock at $6.75 per share pursuant to the Leichtweis Employment Agreement, was forfeited. Within 30 days after Separation Date, Leichtweis had the option to exercise 12,500 options (amount vested) to purchase 12,500 shares of the Company’s common stock, which he elected not to exercise; |
(v) | the Company generally released Leichtweis from and against all claims against Leichtweis under the Leichtweis Employment Agreement except for claims against Leichtweis under “Section 7” of the Employment Agreement; and |
(vi) | Leichtweis released the Company and its subsidiaries and all of their representatives, officers, directors, employees and affiliates from and against any and all Claims (as defined in the Agreement). |
|
|
Executive for Good
|
|
|
|||||||||||
|
Disability,
|
|
Reason or by
|
|
|
||||||||||
Name and Principal Position
|
Death,
|
|
Company Without
|
|
Change in Control
|
||||||||||
Potential Payment/Benefit
|
or For Cause
|
|
Cause
|
|
of the Company
|
||||||||||
|
|
|
|
|
|
||||||||||
Dr. Louis Centofanti
|
|
|
|
|
|
||||||||||
Chairman of the Board,
|
|
|
|
|
|
||||||||||
President and Chief Executive
|
|
|
|
|
|
||||||||||
Officer
|
|
|
|
|
|
||||||||||
Severance
|
$
|
──
|
|
$
|
271,115
|
|
$
|
──
|
|||||||
Stock Options
|
$
|
──
|
(1)
|
$
|
──
|
(1)
|
$
|
──
|
(2)
|
||||||
|
|||||||||||||||
Ben Naccarato
|
|||||||||||||||
Chief Financial Officer
|
|||||||||||||||
Severance
|
$
|
──
|
$
|
214,240
|
$
|
──
|
|||||||||
Stock Options
|
$
|
──
|
(1)
|
$
|
──
|
(1)
|
$
|
──
|
(2)
|
||||||
|
|||||||||||||||
Jim Blankenhorn
(3)
|
|||||||||||||||
Chief Operating Officer
|
|||||||||||||||
Severance
|
$
|
──
|
$
|
252,350
|
$
|
──
|
|||||||||
Stock Options
|
$
|
──
|
(1)
|
$
|
──
|
(1)
|
$
|
──
|
(2)
|
(1) | Benefit is estimated to be zero since the number of stock options vested that were in-the-money as of December 31, 2013 (as reported on NASDAQ) was zero. |
(2) | Benefit is estimated to be zero since the number of stock options outstanding that were in-the-money as of December 31, 2013 (as reported on NASDAQ) was zero. |
(3) | On March 20, 2014, resigned as Vice President and COO, effective March 28, 2014. |
· | base salary; |
· | performance-based incentive compensation; |
· | long term incentive compensation; |
· | retirement and other benefits; and |
· | perquisites. |
· | market data and Peer Group comparisons; |
· | internal review of the executive’s compensation, both individually and relative to other officers; and |
· | individual performance of the executive. |
Annualized Base Pay:
|
$
|
271,115
|
||
Performance Incentive Compensation Target (at 100% of MIP):
|
$
|
135,558
|
||
Total Annual Target Compensation (at 100% of MIP):
|
$
|
406,673
|
Target Objectives
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
Performance Target Thresholds
|
||||||||||||||||||||||||||||||
|
Weights
|
85-100%
|
101-120%
|
121-130%
|
131-140%
|
141-150%
|
151-160%
|
161%+
|
||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Revenue
|
15
|
%
|
$
|
20,334
|
$
|
24,400
|
$
|
26,434
|
$
|
28,467
|
$
|
30,500
|
$
|
32,534
|
$
|
35,584
|
||||||||||||||||
|
||||||||||||||||||||||||||||||||
EBITDA
|
55
|
%
|
74,556
|
89,467
|
96,922
|
104,378
|
111,833
|
119,289
|
130,472
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Health & Safety
|
15
|
%
|
20,334
|
24,400
|
26,434
|
28,467
|
30,500
|
32,534
|
35,584
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Permit & License Violations
|
15
|
%
|
20,334
|
24,400
|
26,434
|
28,467
|
30,500
|
32,534
|
35,584
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
|
$
|
135,558
|
$
|
162,667
|
$
|
176,224
|
$
|
189,779
|
$
|
203,333
|
$
|
216,891
|
$
|
237,224
|
||||||||||||||||||
1) | Revenue is defined as the total consolidated third party top line revenue from continuing operations as publicly reported in the Company’s financial statements. The percentage achieved is determined by comparing the actual consolidated revenue from continuing operations to the Board approved Revenue Target from continuing operations, which is $126,190,000. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
2) | EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing operations. The percentage achieved is determined by comparing the actual EBITDA to the Board approved EBITDA Target, which is $9,567,000. The Board reserves the right to make adjustments to the EBITDA Target to account for the unique accounting treatment of fair market value of percentage of completion contracts resulting from the acquisition of Safety and Ecology Holdings Corporation (“SEHC”) and its subsidiaries (collectively, known as Safety and Ecology Corporation or “SEC”). |
3) | The Health and Safety Incentive Target is based upon the actual number of Worker’s Compensation Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate Treasurer will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the AIG Worker’s Compensation Loss Report. Such claims will be identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2013. |
Worker's Compensation
|
|
Performance
|
Claim Number
|
|
Target
|
|
|
|
7
|
|
85%-100%
|
6
|
|
101%-120%
|
5
|
|
121%-130%
|
4
|
|
131%-140%
|
3
|
|
141%-150%
|
2
|
|
151%-160%
|
1
|
|
161% Plus
|
4) | Permits or License Violations incentive is earned/determined according to the scale set forth below: An “official notice of non-compliance” is defined as an official communication from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which results in a facility’s implementation of corrective action(s). |
Permit and
|
|
Performance
|
License Violations
|
|
Target
|
|
|
|
7
|
|
85%-100%
|
6
|
|
101%-120%
|
5
|
|
121%-130%
|
4
|
|
131%-140%
|
3
|
|
141%-150%
|
2
|
|
151%-160%
|
1
|
|
161% Plus
|
5) | No performance incentive compensation will be payable for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 70% of the EBITDA Target is achieved. |
Annualized Base Pay:
|
$
|
252,350
|
||
Performance Incentive Compensation Target (at 100% of Plan):
|
$
|
126,175
|
||
Total Annual Target Compensation (at 100% of Plan):
|
$
|
378,525
|
Target Objectives
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
Performance Target Thresholds
|
||||||||||||||||||||||||||||||
|
Weights
|
85-100%
|
|
101-120%
|
121-130%
|
131-140%
|
141-150%
|
151-160%
|
161%+
|
|||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Revenue
|
15
|
%
|
$
|
18,926
|
$
|
22,712
|
$
|
24,604
|
$
|
26,497
|
$
|
28,389
|
$
|
30,282
|
$
|
33,121
|
||||||||||||||||
|
||||||||||||||||||||||||||||||||
EBITDA
|
55
|
%
|
69,397
|
83,277
|
90,216
|
97,156
|
104,096
|
111,036
|
121,445
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Health & Safety
|
15
|
%
|
18,926
|
22,712
|
24,604
|
26,497
|
28,389
|
30,282
|
33,121
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Permit & License Violations
|
15
|
%
|
18,926
|
22,712
|
24,604
|
26,497
|
28,389
|
30,282
|
33,121
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
|
$
|
126,175
|
$
|
151,413
|
$
|
164,028
|
$
|
176,647
|
$
|
189,263
|
$
|
201,882
|
$
|
220,808
|
||||||||||||||||||
1) | Revenue is defined as the total consolidated third party top line revenue from continuing operations as publicly reported in the Company’s financial statements. The percentage achieved is determined by comparing the actual consolidated revenue from continuing operations to the Board approved Revenue Target from continuing operations, which is $126,190,000. The Board reserves the right to modify or change the Revenue Targets as defined herein in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. |
2) | EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing operations. The percentage achieved is determined by comparing the actual EBITDA to the Board approved EBITDA Target, which is $9,567,000. The Board reserves the right to make adjustments to the EBITDA Target to account for the unique accounting treatment of fair market value of percentage of completion contracts resulting from the acquisition of SEC. |
3) | The Health and Safety Incentive target is based upon the actual number of Worker’s Compensation Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate Treasurer will submit a report on a quarterly basis documenting and confirming the number of Worker’s Compensation Lost Time Accidents, supported by the AIG Worker’s Compensation Loss Report. Such claims will be identified on the loss report as “indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance Target Thresholds has been established for the annual Incentive Compensation Plan calculation for 2013. |
Worker's Compensation
|
|
Performance
|
Claim Number
|
|
Target
|
|
|
|
7
|
|
85%-100%
|
6
|
|
101%-120%
|
5
|
|
121%-130%
|
4
|
|
131%-140%
|
3
|
|
141%-150%
|
2
|
|
151%-160%
|
1
|
|
161% Plus
|
4) | Permits or License Violations incentive is earned/determined according to the scale set forth below: An “official notice of non-compliance” is defined as an official communication from a local, state, or federal regulatory authority alleging one or more violations of an otherwise applicable Environmental, Health or Safety requirement or permit provision, which results in a facility’s implementation of corrective action(s). |
Permit and
|
|
Performance
|
License Violations
|
|
Target
|
|
|
|
7
|
|
85%-100%
|
6
|
|
101%-120%
|
5
|
|
121%-130%
|
4
|
|
131%-140%
|
3
|
|
141%-150%
|
2
|
|
151%-160%
|
1
|
|
161% Plus
|
5) | No performance incentive compensation will be payable for achieving the health and safety, permit and license violation, and revenue targets unless a minimum of 70% of the EBITDA Target is achieved. |
Annualized Base Pay:
|
$
|
214,240
|
||
Performance Incentive Compensation Target (at 100% of Plan):
|
$
|
53,560
|
||
Total Annual Target Compensation (at 100% of Plan):
|
$
|
267,800
|
Target Objectives | ||||||||||||||||||||||||||||||||
|
|
Performance Target Thresholds
|
||||||||||||||||||||||||||||||
|
Weights
|
100%+
|
|
98-99%
|
|
96-97%
|
|
94-95%
|
|
92-93%
|
|
90-91%
|
|
88-89%
|
|
|||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Administrative
|
25
|
%
|
$
|
13,390
|
$
|
16,068
|
$
|
17,407
|
$
|
18,746
|
$
|
20,085
|
$
|
21,424
|
$
|
23,433
|
||||||||||||||||
|
|
|
Performance Target Thresholds
|
||||||||||||||||||||||||||||||
|
Weights
|
85-100%
|
|
101-120%
|
|
121-130%
|
|
131-140%
|
|
141-150%
|
|
151-160%
|
|
161%+
|
|
|||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
EBITDA
|
50
|
%
|
$
|
26,780
|
$
|
32,136
|
$
|
34,814
|
$
|
37,492
|
$
|
40,170
|
$
|
42,848
|
$
|
46,865
|
||||||||||||||||
|
||||||||||||||||||||||||||||||||
Discretionary
|
25
|
%
|
13,390
|
16,068
|
17,407
|
18,746
|
20,085
|
21,424
|
23,433
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
|
$
|
53,560
|
$
|
64,272
|
$
|
69,628
|
$
|
74,984
|
$
|
80,340
|
$
|
85,696
|
$
|
93,731
|
||||||||||||||||||
1) | Administrative Expense is defined as the total consolidated administrative expenses from continuing operations as publicly reported in the Company’s financial statements. Administrative expenses will be inclusive of all subsidiaries from continuing operations, and will exclude Marketing Expenses and Interest Expense. The Board reserves the right to make adjustments to Administrative expense Target so as not to penalize the employee for material unforeseen events outside of the employees responsibility and it reserves the right to modify or change the Administrative Expense Targets as defined herein, which is $13,390,000 in the event of the sale or disposition of any of the assets of the Company or in the event of an acquisition. The Board further reserves the right to adjust Administrative Expenses Target to reflect charges resulting from the vesting of incentive stock options. |
2) | EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing operations. The percentage achieved is determined by comparing the actual EBITDA to the Board approved EBITDA Target, which is $9,567,000. The Board reserves the right to make adjustments to the EBITDA Target to account for the unique accounting treatment of fair market value of percentage of completion contracts resulting from the acquisition of SEC. |
3) | Discretionary incentive payment is to be approved by the Compensation Committee based on achievement of accounting, financial, and accounting centralization and information technology oversight objectives, including but not limited to: |
· | Compliance with the requirement of the Sarbanes-Oxley Act of 2002 (“SOX”); |
· | Meeting public filing deadlines such as Form 10-K, Form 10-Qs, Form 8-Ks, and press releases; |
· | Automation and centralization of accounting processes, including but not limited to: (a) install multi-company software at corporate office; (b) improve forecasting model from facilities including new software, if cost effective; (c) sales and opportunity tracking system; (d) complete improvement to time management system; and (e) improve project tracking system; and |
· | Collection of problem accounts receivable. |
4) | No discretionary performance incentive compensation will be payable unless a minimum of 70% of the EBITDA Target is achieved. In addition, no performance incentive compensation will be payable for achieving the Administrative Expense Target unless a minimum of 70% of the EBITDA Target is achieved. |
· | SYA’s performance as a segment of our Company; |
· | Effectiveness of Mr. Schreiber’s leadership; |
· | Mr. Schreiber’s role and participation as a member of our executive management team; and |
· | Our overall performance, based on a subjective analysis of our revenues and net income in the applicable business environment. |
· | enhance the link between the creation of stockholder value and long-term executive incentive compensation; |
· | provide an opportunity for increased equity ownership by executives; and |
· | maintain competitive levels of total compensation. |
Position
|
Year
|
Salary
|
Bonus
|
Option
Awards
|
Non-Equity Incentive Plan Compensation
|
All other Compensation
|
Total Compensation
|
||||||||||||||||||
|
|
($)
|
($)
|
($)
|
($)
(2)
|
($)
(3)
|
($)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||||||
Dr. Louis Centofanti
|
2013
|
271,115
|
¾
|
¾
|
¾
|
26,141
|
297,256
|
||||||||||||||||||
Chairman of the Board,
|
2012
|
271,115
|
¾
|
¾
|
¾
|
25,893
|
297,008
|
||||||||||||||||||
President and Chief
|
|
||||||||||||||||||||||||
Executive Officer
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
Ben Naccarato
|
2013
|
214,240
|
¾
|
¾
|
¾
|
33,135
|
247,375
|
||||||||||||||||||
Vice President and Chief
|
2012
|
214,240
|
¾
|
¾
|
¾
|
31,918
|
246,158
|
||||||||||||||||||
Financial Officer
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
Jim Blankenhorn
(4)
|
2013
|
252,350
|
¾
|
¾
|
¾
|
33,135
|
285,485
|
||||||||||||||||||
Vice President and Chief
|
2012
|
252,350
|
¾
|
¾
|
¾
|
31,918
|
284,268
|
||||||||||||||||||
Operating Officer
|
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
Robert Schreiber, Jr.
|
2013
|
203,821
|
¾
|
¾
|
¾
|
31,488
|
235,309
|
||||||||||||||||||
President of SYA
|
2012
|
203,821
|
¾
|
¾
|
¾
|
31,694
|
235,515
|
||||||||||||||||||
|
|
||||||||||||||||||||||||
Christopher Leichtweis
(1)
|
2013
|
157,894
|
¾
|
¾
|
¾
|
6,484
|
164,378
|
||||||||||||||||||
Senior Vice President and
|
2012
|
324,480
|
¾
|
¾
|
¾
|
15,547
|
340,027
|
||||||||||||||||||
SEC President
|
|
(1) | Named as Senior Vice President of the Company and President of SEC on October 31, 2011 upon the Company’s acquisition of SEHC and its subsidiaries on October 31, 2011 from Homeland Security Capital Corporation (now known as Timios National Corporation or “TNC”). Mr. Leichtweis was a former officer and director of TNC. Mr. Leichtweis voluntarily terminated and retired from all positions with the Company and its subsidiaries effective May 24, 2013. Mr. Leichtweis was paid his accrued salary and the Company paid his insurance benefit up to his voluntary termination date upon his separation from the Company. (see “Employment Agreement for a discussion of Mr. Leichtweis’s Separation and Release Agreement).” |
(2) | Represents performance compensation earned under the Company’s MIP. The MIP is described under the heading “2013 Management Incentive Plan.” |
(3) | The amount shown includes a monthly automobile allowance of $750 or the use of a company car, our 401(k) matching contribution (not applicable for 2013), and insurance premiums (health, disability and life) paid by the Company, on behalf of the executive. |
|
Insurance
|
Auto Allowance or
|
|
|
||||||||||||
Name
|
Premium
|
Company Car
|
|
Total
|
||||||||||||
Dr. Louis Centofanti
|
$
|
17,141
|
$
|
9,000
|
$
|
$
|
26,141
|
|||||||||
Ben Naccarato
|
$
|
24,135
|
$
|
9,000
|
$
|
$
|
33,135
|
|||||||||
Jim Blankenhorn
|
$
|
24,135
|
$
|
9,000
|
$
|
$
|
33,135
|
|||||||||
Robert Schreiber, Jr.
|
$
|
24,135
|
$
|
7,353
|
$
|
$
|
31,488
|
|||||||||
Christopher Leichtweis
|
$
|
6,484
|
$
|
¾
|
$
|
$
|
6,484
|
(4) | On March 20, 2014, resigned as Vice President and COO, effective March 28, 2014. |
Option Awards
(3)
|
||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
(1)
Unexercisable
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|||||||||||||
|
|
|
|
|
|
|||||||||||||
Dr. Louis Centofanti
|
30,000
|
—
|
—
|
11.40
|
8/5/2014
|
|||||||||||||
|
|
|||||||||||||||||
Ben Naccarato
|
4,000
|
—
|
—
|
7.20
|
10/28/2014
|
|||||||||||||
|
8,000
|
—
|
—
|
11.40
|
8/5/2014
|
|||||||||||||
|
15,000
|
—
|
7.10
|
2/26/2015
|
||||||||||||||
|
|
|||||||||||||||||
Jim Blankenhorn
(4)
|
40,000
|
20,000
|
(2)
|
—
|
7.85
|
7/25/2017
|
||||||||||||
|
|
|||||||||||||||||
Robert Schreiber, Jr.
|
5,000
|
—
|
—
|
11.40
|
8/5/2014
|
· | each of our five continuing non-employee directors and each of the two new directors was awarded options to purchase 2,400 and 6,000, respectively, shares of our Common Stock; |
· | a quarterly director fee of $8,000; |
· | an additional quarterly fee of $5,500 to the chairman of our Audit Committee; and |
· | a fee of $1,000 for each board meeting attendance and a $500 fee for each telephonic conference call attendance. |
Fees
Earned or
Paid
In Cash
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
Total
|
||||||||||||||||||||||
|
($)
(1)
|
($)
(2)
|
($)
(3)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
John M. Climaco
(6)
|
3,059
|
7,573
|
14,220
|
—
|
—
|
—
|
24,852
|
|||||||||||||||||||||
Dr. Gary G. Kugler
(5)
|
4,266
|
10,564
|
11,760
|
—
|
—
|
—
|
26,590
|
|||||||||||||||||||||
Jack Lahav
|
—
|
49,999
|
4,704
|
—
|
—
|
—
|
54,703
|
|||||||||||||||||||||
Joe R. Reeder
|
12,950
|
32,067
|
4,704
|
—
|
—
|
—
|
49,721
|
|||||||||||||||||||||
Larry M. Shelton
|
13,475
|
33,367
|
4,704
|
—
|
—
|
—
|
51,546
|
|||||||||||||||||||||
Dr. Charles E. Young
|
12,950
|
32,065
|
4,704
|
—
|
—
|
—
|
49,719
|
|||||||||||||||||||||
Mark A. Zwecker
|
21,175
|
52,430
|
4,704
|
—
|
—
|
—
|
78,309
|
(1) | Under the 2003 Outside Directors Plan, each director elects to receive 65% or 100% of the director’s fees in shares of our Common Stock. The amounts set forth above represent the portion of the director’s fees paid in cash and excludes the value of the director’s fee elected to be paid in Common Stock under the 2003 Outside Director Plan, which value is included under “Stock Awards.” |
(2) | The number of shares of Common Stock comprising stock awards granted under the 2003 Outside Directors Plan is calculated based on 75% of the closing market value of the Common Stock as reported on the NASDAQ on the business day immediately preceding the date that the quarterly fee is due. Such shares are fully vested on the date of grant. The value of the stock award is based on the market value of our Common Stock at each quarter end times the number of shares issuable under the award. The amount shown is the fair value of the Common Stock on the date of the award. |
(3) | Options granted under the Company’s 2003 Outside Director Plan resulting from re-election and election to the Board of Directors. Options are for a 10 year period and are fully vested in six months from grant date. The value of the option award for each outside director is calculated based on the fair value of the option per share ($1.96 per share for each director with the exception of $2.37 per share for John Climaco) on the date of grant times the number of options granted, which was 2,400 for all directors noted with the exception of 6,000 each for John Climaco and Dr. Gary Kugler (after giving effect to the reverse stock split) for each director, pursuant to ASC 718, “Compensation – Stock Compensation.” The exercise price of the option for each director is $2.79 per share with the exception of $3.20 per share for John Climaco. The following is the aggregate number of outstanding non-qualified stock options held by non-employee directors at December 31, 2013: |
Name
|
December 12, 2013
(4)
|
|||
John M. Climaco
|
6,000
|
|||
Dr. Gary G. Kugler
|
6,000
|
|||
Jack Lahav
|
27,000
|
|||
Joe R. Reeder
|
24,000
|
|||
Larry M. Shelton
|
22,800
|
|||
Dr. Charles E. Young
|
24,000
|
|||
Mark A. Zwecker
|
24,000
|
(4) | Giving effect to the reverse stock split. |
(5) | Newly elected as a Board member at the Company’s 2013 Annual Meeting of Stockholders held on September 12, 2013. |
(6) | Elected by the Company’s Board of Directors on October 4, 2013, to fill a newly created directorship. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Name of Beneficial Owner
|
Title
Of Class
|
Amount and
Nature of
Ownership
|
Percent
Of
Class
(1)
|
|||||||
Heartland Advisors, Inc.
(2)
|
Common
|
1,786,252
|
15.64
|
%
|
· | As of March 13, 2014, Capital Bank holds of record as a nominee for, and as an agent of, certain accredited investors, 1,404,004 shares of our Common Stock, after giving effect to the reverse stock split.; |
· | All of our shares of Common Stock held in the name of Capital Bank, as agent of and nominee for its investors, that were acquired directly from us in private placement transactions, or as a result of conversions of our preferred stock or exercise of our warrants (collectively, “Private Placement Transactions”), and all of our shares acquired in Private Placement Transactions by Capital Bank were acquired for and on behalf of accredited investors; |
· | During 2013 and the first two months of 2014, it acquired, as agent for and nominee of, certain of its investors, shares of our Common Stock in open market transactions (“Open Market Transactions”); |
· | None of Capital Bank's investors beneficially own more than 4.9% of our Common Stock and to its best knowledge, as far as stocks held in accounts with Capital Bank, none of Capital Bank’s investors act together as a group or otherwise act in concert for the purpose of voting on matters subject to the vote of our stockholders or for purpose of dispositive or investment of such stock; |
· | Capital Bank's investors maintain full voting and dispositive power over the Common Stock beneficially owned by such investors; |
· | Capital Bank has neither voting nor investment power over the shares of Common Stock owned by Capital Bank, as agent for its investors; |
· | Capital Bank believes that it is not required to file reports under Section 16(a) of the Exchange Act or to file either Schedule 13D or Schedule 13G in connection with the shares of our Common Stock registered in the name of Capital Bank; and |
· | Capital Bank is not the beneficial owner, as such term is defined in Rule 13d-3 of the Exchange Act, of the shares of Common Stock registered in Capital Bank’s name because (a) Capital Bank holds the Common Stock as a nominee only, (b) Capital Bank has neither voting nor investment power over such shares, and (c) Capital Bank has not nominated or sought to nominate, and does not intend to nominate in the future, any person to serve as a member of our Board of Directors. |
Name of
Record Owner
|
Title
Of Class
|
Amount and
Nature of
Ownership
|
Percent
Of
Class
(*)
|
||||||||
Capital Bank Grawe Gruppe
|
Common
|
1,404,004
|
(+)
|
12.29
|
%
|
Amount and Nature
|
|
||||||||
Name of Beneficial Owner
(2)
|
of Beneficial Owner
(1)
|
Percent of Class
(1)
|
|||||||
Dr. Louis F. Centofanti
(3)
|
234,625
|
(3)
|
2.05
|
%
|
|||||
John M. Climaco
(4)
|
8,435
|
(4)
|
*
|
||||||
Dr. Gary G. Kugler
(5)
|
9,282
|
(5)
|
1.29
|
%
|
|||||
Jack Lahav
(6)
|
213,952
|
(6)
|
1.87
|
%
|
|||||
Joe R. Reeder
(7)
|
147,594
|
(7)
|
1.29
|
%
|
|||||
Larry M. Shelton
(8)
|
57,836
|
(8)
|
*
|
||||||
Dr. Charles E. Young
(9)
|
56,183
|
(9)
|
*
|
||||||
Mark A. Zwecker
(10)
|
128,192
|
(10)
|
*
|
||||||
Robert Schreiber, Jr.
(11)
|
26,058
|
(11)
|
*
|
||||||
Ben Naccarato
(12)
|
27,000
|
(12)
|
*
|
||||||
James Blankenhorn
(13)
|
40,000
|
(13)
|
*
|
||||||
Directors and Executive Officers as a Group (10 persons)
|
949,157
|
(14)
|
8.15
|
%
|
|
Equity Compensation Plan
|
|||||||||||
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options
warrants and rights
|
Weighted average
exercise price of
outstanding
options, warrants
and rights
|
Number of securities
remaining available for
future issuance under equity compensation
plans (excluding
securities reflected in
column (a)
|
|||||||||
|
(a)
|
(b)
|
(c)
|
|||||||||
Equity compensation plans Approved by stockholders
|
362,800
|
$
|
9.53
|
5,260,298
|
||||||||
Equity compensation plans not Approved by stockholders
|
—
|
—
|
—
|
|||||||||
Total
|
362,800
|
$
|
9.53
|
5,260,298
|
· | The Audit Committee will review and pre-approve on an annual basis all audits, audit-related, tax and other services, along with acceptable cost levels, to be performed by BDO and any member of the BDO Seidman Alliance network of firms, and may revise the pre-approved services during the period based on later determinations. Pre-approved services typically include: Audits, quarterly reviews, regulatory filing requirements, consultation on new accounting and disclosure standards, employee benefit plan audits, reviews and reporting on management's internal controls and specified tax matters. |
· | Any proposed service that is not pre-approved on the annual basis requires a specific pre-approval by the Audit Committee, including cost level approval. |
· | The Audit Committee may delegate pre-approval authority to one or more of the Audit Committee members. The delegated member must report to the Audit Committee, at the next Audit Committee meeting, any pre-approval decisions made. |
(a)(1) | Consolidated Financial Statements |
(a)(2) | Financial Statement Schedule |
(a)(3) | Exhibits |
By
|
/s/ Dr. Louis F. Centofanti
|
Date
|
April 15, 2014
|
|
Dr. Louis F. Centofanti
|
||||
Chairman of the Board
|
||||
Chief Executive Officer
|
||||
By
|
/s/ Ben Naccarato
|
Date
|
April 15, 2014
|
|
Ben Naccarato
|
||||
Chief Financial Officer and
|
||||
Chief Accounting Officer
|
By
|
/s/ Dr. Louis F. Centofanti
|
|
Date
|
April 15, 2014
|
|
Dr. Louis F. Centofanti, Director
|
|
|
|
|
|
|
|
|
By
|
/s/ John M. Climaco
|
|
Date
|
April 15, 2014
|
|
John M. Climaco, Director
|
|
|
|
|
|
|
|
|
By
|
/s/ Dr. Gary Kugler
|
|
Date
|
April 15, 2014
|
|
Dr. Gary Kugler, Director
|
|
|
|
|
|
|
|
|
By
|
/s/ Jack Lahav
|
|
Date
|
April 15, 2014
|
|
Jack Lahav, Director
|
|
|
|
|
|
|
|
|
By
|
/s/ Joe R. Reeder
|
|
Date
|
April 15, 2014
|
|
Joe R. Reeder, Director
|
|
|
|
|
|
|
|
|
By
|
/s/ Larry M. Shelton
|
|
Date
|
April 15, 2014
|
|
Larry M. Shelton, Director
|
|
|
|
|
|
|
|
|
By
|
/s/ Charles E. Young
|
|
Date
|
April 15, 2014
|
|
Charles E. Young, Director
|
|
|
|
By
|
/s/ Mark A. Zwecker
|
|
Date
|
April 15, 2014
|
|
Mark A. Zwecker, Director
|
|
|
|
Exhibit
No.
|
Description
|
|
|
2.1
|
Agreement and Plan of Merger dated April 27, 2007, by and among Perma-Fix Environmental Services, Inc., Nuvotec USA, Inc., Pacific EcoSolutions, Inc. and PESI Transitory, Inc., which is incorporated by reference from Exhibit 2.1 to the Company’s Form 8-K, filed May 3, 2007. The Company will furnish supplementally a copy of any omitted exhibits or schedule to the Commission upon request.
|
2.2
|
First Amendment to Agreement and Plan of Merger, dated June 13, 2007, by and among Perma-Fix Environmental Services, Inc., Nuvotec USA, Inc., Pacific EcoSolutions, Inc., and PESI Transitory, Inc., which is incorporated by reference from Exhibit 2.2 to the Company’s Form 8-K, filed June 19, 2007. The Company will furnish supplementally a copy of any omitted exhibits or schedule to the Commission upon request.
|
2.3
|
Stock Purchase Agreement by and between Triumvirate Environmental, Inc., and Perma-Fix Environmental Services, Inc., dated June 13, 2011, which is incorporated by reference from Exhibit 2.1 to the Company’s Form 10-Q for the quarter ended June 30, 2011. The Company will furnish supplementally a copy of any omitted exhibits or schedule to the Commission upon request.
|
2.4
|
Stock Purchase Agreement dated July 15, 2011, by and among Perma-Fix Environmental Services, Inc., Homeland Security Capital Corporation (now known as Timios National Corporation or “TNC”), and Safety and Ecology Holdings Corporation, which is incorporated by references from Exhibit 2.1 to the Company’s Form 8-K filed on July 20, 2011.
|
2.5
|
Asset Purchase Agreement by and among Triumvirate Environmental, Inc., Triumvirate Environmental (Florida), Inc. and Perma-Fix Environmental Services, Inc., and Perma-Fix of Orlando, Inc., dated August 12, 2011 which was filed as Exhibit 99.1 to the Company’s 8-K filed on August 17, 2011 and incorporated herein by reference..
|
2.6
|
Escrow Agreement, dated October 31, 2011, between the Company, Homeland Security Capital Corporation, and Suntrust Bank, which was filed as Exhibit 2.3 to the Company’s 8-K filed on November 4, 2011 and incorporated herein by reference.
|
2.7
|
Letter Agreement (Net Working Capital Adjustments), dated October 31, 2011, between the Company, Safety & Ecology Holdings Corporation and Homeland Security Capital Corporation, which was filed as Exhibit 2.4 to the Company’s 8-K filed on November 4, 2011 and incorporated herein by reference.
|
2.8
|
Letter Agreement (Escrow), dated October 31, 2011, between the Company, Safety & Ecology Holdings Corporation and Homeland Security Capital Corporation, which was filed as Exhibit 2.5 to the Company’s 8-K filed on November 4, 2011 and incorporated herein by reference.
|
2.9
|
Letter Agreement (Note Prepayment), dated October 31, 2011, between the Company, Safety & Ecology Holdings Corporation and Homeland Security Capital Corporation, which was filed as Exhibit 2.6 to the Company’s 8-K filed on November 4, 2011 and incorporated herein by reference.
|
3(i)
|
Restated Certificate of Incorporation, as amended, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(i) to the Company’s 2012 Form 10-K/A filed on December 12, 2013.
|
3(ii)
|
Amended and Restated Bylaws, as amended, of Perma-Fix Environmental Services, Inc., as incorporated by reference from Exhibit 3(ii) to the Company’s 2012 Form 10-K/A filed on December 12, 2013.
|
4.1
|
Specimen Common Stock Certificate as incorporated by reference from Exhibit 4.3 to the Company's Registration Statement, No. 33-51874.
|
4.2
|
Rights Agreement dated as of May 2, 2008 between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, as incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K filed on May 8, 2008.
|
4.3
|
Letter Agreement dated September 29, 2008, between the Company and Continental Stock Transfer & Trust Company, as incorporated by reference from Exhibit 4.3 to the Company’s Form 8-A/A filed on October 2, 2008.
|
4.4
|
Loan and Securities Purchase Agreement, dated August 2, 2013 between William N. Lampson, Robert L. Ferguson, and Perma-Fix Environmental Services, Inc. as incorporated by reference from Exhibit 4.4 to the Company Form 10-Q for quarter ended June 30, 2013, filed on August 8, 2013.
|
4.5
|
Promissory Note dated August 2, 2013, between William N. Lampson, Robert L. Ferguson, and Perma-Fix Environmental Services, Inc. as incorporated by reference from Exhibit 4.5 to the Company Form 10-Q for quarter ended June 30, 2013, filed on August 8, 2013.
|
4.6
|
Common Stock Purchase Warrant, dated August 2, 2013, for William N. Lampson, as incorporated by reference from Exhibit 4.6 to the Company Form 10-Q for quarter ended June 30, 2013, filed on August 8, 2013.
|
4.7
|
Common Stock Purchase Warrant, dated August 2, 2013, for Robert L. Ferguson, as incorporated by reference from Exhibit 4.7 to the Company Form 10-Q for quarter ended June 30, 2013, filed on August 8, 2013.
|
4.8
|
Non-negotiable Promissory Note issued by Perma-Fix Environmental Services, Inc., to Homeland Security Capital Corporation, dated October 31, 2011, which was filed as Exhibit 2.2 to the Company’s 8-K filed on November 4, 2011 and incorporated herein by reference.
|
4.9
|
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 October 31, 2011, which was filed as Exhibit 99.4 to the Company’s 8-K filed on November 4, 2011.
|
4.10
|
First Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated November 7, 2012, between the Company and PNC Bank, National Association, as incorporated by reference from exhibit 4.1 to the Company’s Form 10-Q for the quarter ended September 30, 2012, filed on November 8, 2012.
|
4.11
|
Second Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement and Waiver, dated May 9, 2013, between the Company and PNC Bank, National Association, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended March 31, 2013, filed on May 10, 2013.
|
4.12
|
Third Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated August 2, 2013, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended June 30, 2013, filed on August 8, 2013.
|
4.13
|
Third Amended, Restated and Substituted Revolving Credit Note between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated August 2, 2013, as incorporated by reference from Exhibit 4.2 to the Company’s Form 10-Q for the quarter ended June 30, 2013, filed on August 8, 2013.
|
4.14
|
Subordination Agreement dated August 2, 2013 by and among William Lampson and Robert Ferguson and PNC Bank, National Association, as incorporated by reference from Exhibit 4.3 to the Company’s Form 10-Q for the quarter ended June 30, 2013, filed on August 8, 2013.
|
4.15
|
Letter, dated October 29, 2013, from NASDAQ Stock Market, regain compliance with Listing Rule 5550(a)(2), as incorporated by reference from Exhibit 4.15 to the Company’s 2012 Form 10-K/A filed on December 12, 2013.
|
4.16
|
Letter, dated November 14, 2013, from NASDAQ Stock Market, non-compliance with Listing Rule 5250(c)(1), as incorporated by reference from Exhibit 4.16 to the Company’s 2012 Form 10-K/A filed on December 12, 2013.
|
4.17 | Fourth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement and Waiver between PNC Bank, National Association and Perma-Fix Environmental Services, Inc., dated April 14, 2014. |
10.1
|
1993 Non-qualified Stock Option Plan as incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q for the quarter ended June 30, 2010, filed on August 6, 2010.
|
10.2
|
401(K) Profit Sharing Plan and Trust of the Company as incorporated by reference from Exhibit 10.5 to the Company's Registration Statement, No. 33-51874.
|
10.3
|
2003 Outside Directors' Stock Plan of the Company as incorporated by reference from “Exhibit B” to the Company’s Proxy Statement dated June 20, 2003.
|
10.4
|
First Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Appendix “A” to the Company’s 2008 Proxy Statement dated July 3, 2008.
|
10.5
|
Second Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from Appendix “A” to the Company’ 2012 Proxy Statement dated August 6, 2012.
|
10.6
|
2004 Stock Option Plan of the Company as incorporated by reference from “Exhibit A” to the Company’s Proxy Statement dated June 21, 2004.
|
10.7
|
Consent Decree, dated December 12, 2007, between United States of America and Perma-Fix of Dayton, Inc., as incorporated by reference from Exhibit 10.29 to the Company’s Form 10-K for the year ended December 31, 2007 filed with the SEC on April 1, 2008.
|
10.8
|
Subcontract between CH2M Hill Plateau Remediation Company, Inc. (“CHPRC”) and East Tennessee Materials & Energy Corporation, dated May 27, 2008., as incorporated by reference from Exhibit 10.4 to the company’s Form 10-Q for the quarter ended June 30, 2010 filed on August 6, 2010.
|
10.9
|
Consent Agreement dated September 26, 2008 between Perma-Fix Northwest Richland, Inc. and the U.S. Environmental Protection Agency, as incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2008 filed on November 10, 2008.
|
10.10
|
Second Amendment to Agreement and Plan of Merger, dated November 18, 2008 by and among Perma-Fix Northwest, Inc., Perma-Fix Northwest Richland, Inc., Perma-Fix Environmental Services, Inc., and Robert L. Ferguson, an individual, and William N. Lampson, an individual, as Representatives, as incorporated by reference from Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on November 21, 2008.
|
10.11
|
Third Amendment to Agreement and Plan of Merger; Second Amendment to Paying Agent Agreement, and Termination of Escrow Agreement, dated September 29, 2009 by and among Perma-Fix Northwest, Inc. (f/k/a Nuvotec USA, Inc.); Perma-Fix Northwest Richland, Inc. (f/n/a Pacific EcoSolutions, Inc.); Perma-Fix Environmental Services, Inc.; Nuvotrust Liquidation Trust; Nuvotrust Trustee, LLC; Robert L. Ferguson, William N. Lampson; Rettig Osborne Forgette, LLP; and The Bank of New York Company, Inc., which is incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on October 5, 2009.
|
10.12
|
Earn-Out Promissory Note, dated September 28, 2010, between the Company and Nuvotrust Northwest Liquidation Trust, as incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q for quarter ended September 30, 2010, filed on November 5, 2010.
|
10.13
|
2010 Stock Option Plan of the Company as incorporated by reference from “Appendix A” to the Company's 2010 Proxy Statement dated August 20, 2010.
|
10.14
|
Employment Agreement dated August 24, 2011 between Louis Centofanti, Chief Executive Officer, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on August 30, 2011.
|
10.15
|
Employment Agreement dated August 24, 2011 between Ben Naccarato, Chief Financial Officer, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on August 30, 2011.
|
10.16
|
Employment Agreement dated August 24, 2011 between Jim Blankenhorn, Chief Operating Officer, and Perma-Fix Environmental Services, Inc., which is incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on August 30, 2011
|
10.17
|
Employment Agreement between Perma-Fix Environmental Services, Inc. and Christopher Leichtweis, dated October 31, 2011, which was filed as Exhibit 99.1 to the Company’s 8-K filed on November 4, 2011 and incorporated herein by reference
.
|
10.18
|
Management Incentive Plan for Christopher Leichtweis, dated November 1, 2011, which was filed as Exhibit 99.3 to the Company’s 8-K filed on November 4, 2011 and incorporated herein by reference.
|
10.19
|
Non-Qualified Stock Option Agreement between Perma-Fix Environmental Services, Inc. and Christopher Leichtweis, dated October 31, 2011, which was filed as Exhibit 99.2 to the Company’s 8-K filed on November 4, 2011 and incorporated herein by reference.
|
10.20
|
Indemnification Agreement, dated February 21,2011, between Safety and Ecology Holdings Corporation, Safety and Ecology Corporation, Inc., and Christopher P. Leichtweis and Myra Leichtweis, which was filed as Exhibit 99.5 to the Company’s 8-K filed on November 4, 2011 and incorporated herein by reference.
|
10.21
|
Incentive Stock Option Agreement between Perma-Fix Environmental Services, Inc., and Mr. Jim Blankenhorn, which was filed as Exhibit 10.1 to the Company Form 10-Q for the quarter ended June 30, 2011 and incorporated herein by reference.
|
10.37
|
2013 Incentive Compensation Plan for Chief Operating Officer, effective January 1, 2013, as incorporated by reference from Exhibit 10.3 to the Company’s Form 8-K filed on June 12, 2013.
|
List of Subsidiaries
|
|
Consent of BDO USA, LLP
|
|
Certification by Dr. Louis F. Centofanti, Chief Executive Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
|
|
Certification by Ben Naccarato, Chief Financial Officer and Chief Accounting Officer of the Company pursuant to Rule 13a-14(a) or 15d-14(a).
|
|
Certification by Dr. Louis F. Centofanti, Chief Executive Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
|
|
Certification by Ben Naccarato, Chief Financial Officer and Chief Accounting Officer of the Company furnished pursuant to 18 U.S.C. Section 1350.
|
|
101.INS
|
XBRL Instance Document*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
BORROWER
:
|
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
|
||
|
|
|
|
|
By:
|
/
s/Ben Naccarato
|
|
|
|
|
|
|
Name
:
|
/s/Ben Naccarato
|
|
|
|
|
|
|
Title:
|
CFO
|
|
AGENT AND LENDER
:
|
PNC BANK, NATIONAL ASSOCIATION, in its capacity as Agent and as Lender
|
||
|
|
|
|
|
By
:
|
/s/Scott Goldstein
|
|
|
|
|
|
|
Name:
|
Scott Goldstein
|
|
|
|
|
|
|
Title:
|
Senior Vice President
|
|
1. | I have reviewed this annual report on Form 10-K of Perma-Fix Environmental Services, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: April 15, 2014
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/s/ Louis F. Centofanti
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Louis F. Centofanti
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Chairman of the Board
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Chief Executive Officer
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1. | I have reviewed this annual report on Form 10-K of Perma-Fix Environmental Services, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: April 15, 2014
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/s/ Ben Naccarato
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Ben Naccarato
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Chief Financial Officer and Chief
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Accounting Officer
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Dated: April 15, 2014
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/s/ Louis F. Centofanti
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Dr. Louis F. Centofanti
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President and
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Chief Executive Officer
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Dated: April 15, 2014
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/s/ Ben Naccarato
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Ben Naccarato
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Chief Financial Officer and Chief Accounting Officer
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