Exhibit 99.2
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION
The Company has prepared unaudited pro forma financial information to present the impact of the following recently completed sales transactions:
· | Sale of substantially all of the assets of the Company’s wholly owned subsidiary, Perma-Fix Treatment Services, Inc. This sale was made to A Clean Environmental Company, Inc. (“ACE”) on May 30, 2008, for a sales price of $1,503,000 cash plus or minus a working capital adjustment. We received cash of approximately $1,468,000, net of certain closing/settlement costs. |
· | Sale of substantially all of the assets of the Company’s wholly owned subsidiary, Perma-Fix of Dayton, Inc. As previously disclosed, this sale was made to OGM, Ltd. on March 14, 2008, for a sales price of $2,143,000 cash plus or minus a working capital adjustment. We received cash of approximately $2,139,000, net of certain closing/settlement costs. |
· | Sale of substantially all of the assets of the Company’s wholly owned subsidiary, Perma-Fix of Maryland, Inc. As previously disclosed, this sale was made to a wholly owned subsidiary of Triumvirate Environmental, Inc. on January 8, 2008, for a sales price of $3,825,000 cash plus or minus a working capital adjustment. We received cash of $3,811,000, net of certain closing/settlement costs. |
These unaudited pro forma financial statements should be read in conjunction with the Company’s historical consolidated financial statements and the related notes that are included in its Form 10-K/A for the year ended December 31, 2007 and its Quarterly Report on Form 10-Q for the three months ended March 31, 2008.
The following unaudited pro forma balance sheet as of March 31, 2008 gives effect to the sales transaction with ACE summarized above as if the receipt of the sales proceeds (net of certain closing/settlement costs) and related payments of long-term debt and other accrued obligations had occurred on that date.
The following unaudited pro forma statements of operations for the three months ended March 31, 2008 and for the year ended December 31, 2007 gives effect to all of the sales transactions summarized above as if the receipts of the sales proceeds (net of certain closing/settlement costs) and related payments of long-term debt and other accrued obligations had occurred as of the beginning of each period.
The following unaudited pro forma financial statements are presented for illustrative purposes only and do not necessarily indicate the financial results of the Company had the receipts of the sales proceeds (net of certain closing/settlement costs) and related payments of long-term debt and other accrued obligations actually occurred as of the dates indicated.
This financial information has been derived from and should be read together with the historical consolidated financial statements and the related notes of the Company incorporated by reference in this Form 8-K. In addition, the allocations of the sales prices reflected in the unaudited pro forma financial statements have not been finalized and are subject to adjustment and may vary from the actual sales price allocations that will be recorded as of the effective date of the transactions.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
PRO-FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
| | Historical | | Completed Disposition | | | | Adjusted | |
| | Perma-Fix | | Perma-Fix Treatment | | Pro-Forma | | March 31, | |
(Amounts in Thousands, Except for Share Amounts) | March 31, 2008 (c) | | Services, Inc. | | Adjustments | | 2008 | |
| | | | | | | | | |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash | | $ | 63 | | $ | — | | $ | 1,468 | (b) | $ | 63 | |
Restricted cash | | | 35 | | | — | | | | | | 35 | |
Account receivable, net of allowance for | | | | | | — | | | — | | | — | |
doubtful accounts of $79 | | | 13,284 | | | — | | | — | | | 13,284 | |
Unbilled receivables | | | 8,738 | | | — | | | — | | | 8,738 | |
Inventories | | | 206 | | | — | | | — | | | 206 | |
Prepaid expenses and other assets | | | 3,136 | | | — | | | — | | | 3,136 | |
Current assets of discontinued operations | | | 2,804 | | | 748 | | | — | | | 2,056 | |
Total current assets | | | 28,266 | | | 748 | | | — | | | 27,518 | |
| | | | | | | | | | | | | |
Property and equipment: | | | | | | | | | | | | | |
Buildings and land | | | 21,207 | | | — | | | — | | | 21,207 | |
Equipment | | | 31,735 | | | — | | | — | | | 31,735 | |
Vehicles | | | 141 | | | — | | | — | | | 141 | |
Leasehold improvements | | | 11,458 | | | — | | | — | | | 11,458 | |
Office furniture and equipment | | | 2,281 | | | — | | | — | | | 2,281 | |
Construction-in-progress | | | 1,091 | | | — | | | — | | | 1,091 | |
| | | 67,913 | | | — | | | — | | | 67,913 | |
Less accumulated depreciation and amortization | | | (21,204 | ) | | — | | | — | | | (21,204 | ) |
Net property and equipment | | | 46,709 | | | — | | | — | | | 46,709 | |
| | | | | | | | | | | | | |
Property and equipment related to discontinued operations | | | 4,232 | | | 647 | | | — | | | 3,585 | |
| | | | | | | | | | | | | |
Intangibles and other assets: | | | | | | | | | | | | | |
Permits | | | 15,697 | | | — | | | — | | | 15,697 | |
Goodwill | | | 9,058 | | | — | | | — | | | 9,058 | |
Unbilled receivables - non-current | | | 3,454 | | | — | | | — | | | 3,454 | |
Finite risk sinking fund | | | 8,192 | | | — | | | — | | | 8,192 | |
Other assets | | | 2,363 | | | — | | | — | | | 2,363 | |
Intangible and other assets related to | | | | | | | | | | | | | |
discontinued operations | | | 1,598 | | | 408 | | | — | | | 1,190 | |
Total assets | | $ | 119,569 | | $ | 1,803 | | $ | — | | $ | 117,766 | |
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
PRO-FORMA CONSOLIDATED BALANCE SHEET
(UNAUDITED)
| | Historical | | Completed Disposition | | | | | | Adjusted | |
| | Perma-Fix | | Perma-Fix Treatment | Pro-Forma | | | | March 31, | |
(Amounts in Thousands, Except for Share Amounts) | | March 31, 2008 (c) | | Services, Inc. | | Adjustments | | | | 2008 | |
| | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | |
Accounts payable | | $ | 6,519 | | $ | 764 | | $ | 50 | | | (a) | | $ | 5,805 | |
Current environmental accrual | | | 209 | | | — | | | — | | | | | | 209 | |
Accrued expenses | | | 8,562 | | | — | | | — | | | | | | 8,562 | |
Disposal/transportation accrual | | | 6,611 | | | — | | | — | | | | | | 6,611 | |
Unearned revenue | | | 5,131 | | | — | | | — | | | | | | 5,131 | |
Current liabilities related to discontinued operations | | | 4,834 | | | 868 | | | 788 | | | (a) | | | 4,754 | |
Current portion of long-term debt | | | 3,478 | | | — | | | (553 | ) | | (b) | | | 2,925 | |
Total current liabilities | | | 35,344 | | | 1,632 | | | 285 | | | | | | 33,997 | |
| | | | | | | | | | | | | | | | |
Environmental accruals | | | 225 | | | 30 | | | 30 | | | (a) | | | 225 | |
Accrued closure costs | | | 8,773 | | | — | | | — | | | | | | 8,773 | |
Other long-term liabilities | | | 940 | | | — | | | — | | | | | | 940 | |
Long-term liabilities related to discontinued operations | | | 3,093 | | | 391 | | | 391 | | | (a) | | | 3,093 | |
Long-term debt, less current portion | | | 9,957 | | | — | | | (915 | ) | | (b) | | | 9,042 | |
Total long-term liabilities | | | 22,988 | | | 421 | | | (494 | ) | | | | | 22,073 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | 58,332 | | | 2,053 | | | (209 | ) | | | | | 56,070 | |
| | | | | | | | | | | | | | | | |
Commitments and Contingencies | | | — | | | — | | | | | | | | | — | |
| | | | | | | | | | | | | | | | |
Preferred Stock of subsidiary, $1.00 par value; | | | 1,285 | | | — | | | — | | | | | | 1,285 | |
1,467396 shares authorized, 1,284,780 shares | | | | | | | | | | | | | | | | |
issued and outstanding, liquidation value | | | | | | | | | | | | | | | | |
$1.00 per share | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | |
Preferred Stock, $.001 par value; 2,000,000 | | | | | | | | | | | | | | | | |
shares authorized, no shares issued | | | — | | | — | | | — | | | | | | — | |
and outstanding | | | | | | | | | | | | | | | | |
Common Stock, $.001 par value; 75,000,000 | | | | | | | | | | | | | | | | |
shares authorized, 53,704,516 issued | | | | | | | | | | | | | | | | |
and outstanding | | | 54 | | | — | | | — | | | | | | 54 | |
Additional paid-in capital | | | 96,549 | | | — | | | — | | | | | | 96,549 | |
Stock subscription receivable | | | (10 | ) | | — | | | — | | | | | | (10 | ) |
Accumulated deficit | | | (36,641 | ) | | (250 | ) | | (1,259 1,468 | ) | | (a) | | | (36,182 | ) |
Total stockholders' equity | | | 59,952 | | | (250 | ) | | 209 | | | | | | 60,411 | |
Total liabilities and stockholders' equity | | $ | 119,569 | | | 1,803 | | $ | — | | | | | $ | 117,766 | |
| | | | | | | | | | | | | | | | |
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
PRO-FORMA CONSOLIDATED BALANCE SHEET
Notes to Pro-Forma Consolidated Balance Sheet:
(a) | Represents retained liabilities associated with Perma-Fix Treatment Services, Inc. |
(b) | Represents cash received at closing for Perma-Fix Treatment Services, Inc. of $1,468,000, which is used to pay down our term note with the remaining balance used to pay down our revolver. This amount includes the Company’s estimate of working capital adjustments, as provided in the Asset Purchase Agreement, dated May 14, 2008, as amended on May 30, 2008, which is subject to post closing confirmation. |
(c) | Represents the Consolidated Balance Sheet included in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2008. |
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2008
(UNAUDITED)
| | Historical | | | | | | | | | | | | | |
| | | | Completed Dispositions | | | | | | | |
| | | | | | | | Perma-Fix | | | | | | Threee Months | |
| | | | Perma-Fix of | | Perma-Fix of | | Treatment | | | | | | Ended | |
(Amounts in Thousands, Except for per | | March 31, | | Dayton, | | Maryland, | | Services, | | Pro-Forma | | | | March | |
| | 2008 (c) | | Inc. (d) | | Inc. (d) | | Inc. (d) | | Adjustments | | | | 2008 | |
| | | | | | | | | | | | | | | | | | | | | |
Net revenues | | $ | 14,883 | | $ | — | | $ | — | | $ | — | | $ | — | | | | $ | 14,883 | |
Cost of goods sold | | | 11,074 | | | — | | | — | | | — | | | — | | | | | 11,074 | |
Gross profit | | | 3,809 | | | — | | | — | | | — | | | — | | | | | 3,809 | |
| | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | 3,807 | | | — | | | — | | | — | | | — | | | | | 3,807 | |
Income from operations | | | 2 | | | — | | | — | | | — | | | — | | | | | 2 | |
| | | | | | | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 68 | | | — | | | — | | | — | | | — | | | | | 68 | |
Interest expense | | | (352 | ) | | — | | | — | | | — | | | 76 | | (a) | | | (276 | ) |
Interest expense – financing fees | | | (52 | ) | | — | | | — | | | — | | | — | | | | | (52 | ) |
Other | | | 6 | | | — | | | — | | | — | | | — | | | | | 6 | |
Loss from continuing operations | | | | | | | | | | | | | | | | | | | | | |
before income taxes | | | (328 | ) | | — | | | — | | | — | | | 76 | | | | | (252 | ) |
Income tax expense | | | — | | | — | | | — | | | — | | | — | | | | | — | |
Loss from continuing operations | | $ | (328 | ) | $ | — | | $ | — | | $ | — | | | 76 | | | | $ | (252 | ) |
| | | | | | | | | | | | | | | | | | | | | |
Net loss per common share – basic: | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (.01 | ) | | | | | | | | | | | | | | | $ | – | |
| | | | | | | | | | | | | | | | | | | | | |
Net loss per common share – diluted: | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | (.01 | ) | | | | | | | | | | | | | | | $ | – | |
| | | | | | | | | | | | | | | | | | | | | |
Number of shares used in computing | | | | | | | | | | | | | | | | | | | | | |
net loss per share: | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 53,704 | | | | | | | | | | | | | | | | | 53,704 | |
Diluted | | | 53,704 | | | | | | | | | | | | | | | | | 53,704 | |
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2007
(AUDITED)
| | Historical | | | | | | | | | | | | | |
| | | | | | | | | | | |
| | Twleve | | Completed Dispositions | | | | | | Twelve | |
| | Months | | | | | | Perma-Fix | | | | | | Months | |
| | Ended | | Perma-Fix of | | Perma-Fix of | | Treatment | | | | | | Ended | |
(Amounts in Thousands, Except for per | | December | | Dayton, | | Maryland, | | Services, | | Pro-Forma | | | | December | |
Share Amounts) | | 2007 (c) | | Inc.(d) | | Inc.(d) | | Inc.(d) | | Adjusmtnents | | | | 2007 | |
| | | | | | | | | | | | | | | | | | | | | |
Net revenues | | $ | 54,102 | | $ | — | | $ | — | | $ | — | | $ | — | | | | $ | 54,102 | |
Cost of goods sold | | | 36,837 | | | — | | | — | | | — | | | — | | | | | 36,837 | |
Gross profit | | | 17,265 | | | — | | | — | | | — | | | — | | | | | 17,265 | |
| | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | 15,406 | | | — | | | — | | | — | | | — | | | | | 15,406 | |
Loss on disposal of fixed assets | | | 71 | | | — | | | — | | | — | | | — | | | | | 71 | |
Income from operations | | | 1,788 | | | — | | | — | | | — | | | — | | | | | 1,788 | |
| | | | | | | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 312 | | | — | | | — | | | — | | | — | | | | | 312 | |
Interest expense | | | (1,302 | ) | | — | | | — | | | — | | | 650 | | (b) | | | (652 | ) |
Interest expense – financing fees | | | (196 | ) | | — | | | — | | | — | | | — | | | | | (196 | ) |
Other | | | (85 | ) | | — | | | — | | | — | | | — | | | | | (85 | ) |
Income from continuing operations before income taxes | | | 517 | | | — | | | — | | | — | | | 650 | | | | | 1,167 | |
Income tax expense | | | — | | | — | | | — | | | — | | | — | | | | | — | |
Income from continuing operations | | $ | 517 | | $ | — | | $ | — | | $ | — | | $ | 650 | | | | $ | 1,167 | |
| | | | | | | | | | | | | | | | | | | | | |
Net income per common share – basic: | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | .01 | | | | | | | | | | | | | | | | $ | .02 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Net income per common share – diluted: | | | | | | | | | | | | | | | | | | | | | |
Continuing operations | | $ | .01 | | | | | | | | | | | | | | | | $ | .02 | |
| | | | | | | | | | | | | | | | | | | | | |
Number of shares used in computing net | | | | | | | | | | | | | | | | | | | | | |
income per share: | | | | | | | | | | | | | | | | | | | | | |
Basic | | | 52,549 | | | | | | | | | | | | | | | | | 52,549 | |
Diluted | | | 53,294 | | | | | | | | | | | | | | | | | 53,294 | |
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
Notes to Pro-Forma Consolidated Statements of Operations:
(a) | Amount represents a reduction in interest expense resulting from the net proceeds ($7,418,000) from the sale of Perma-Fix Treatment Services, Inc., Perma-Fix of Dayton, Inc., and Perma-Fix of Maryland, Inc. to pay down the term note and revolver had the proceeds been received on January 1, 2008. Interest is calculated at the term note and/or revolver interest rates applicable during the period. |
(b) | Amount represents a reduction in interest expense resulting from the net proceeds ($7,418,000) from the sale of Perma-Fix of Maryland, Inc., Perma-Fix of Dayton, Inc., and Perma-Fix Treatment Services, Inc. to pay down the term note had the proceeds been received on January 1, 2007. This amount is calculated by multiplying the balance of the net proceeds ($7,418,000) times the monthly effective prime rate plus 1% (the effective interest rate paid on this debt). |
(c) | Represents the Company’s historical Consolidated Statements of Operations included in the Company’s Form 10-Q for the period ended March 31, 2008 and Form 10-K/A for the years ended December 31, 2007. |
(d) | As the results of operations of Perma-Fix of Dayton, Inc., Perma-Fix of Maryland, Inc., and Perma-Fix Treatment Services, Inc. were included in discontinued operations during these periods, there were no amounts to eliminate from the Company’s operating results. Additionally, there are no expected income tax consequences from these dispositions. |