Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | PERMA FIX ENVIRONMENTAL SERVICES INC | |
Entity Central Index Key | 891,532 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,730,981 | |
Trading Symbol | PESI | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 1,055 | $ 163 |
Accounts receivable, net of allowance for doubtful accounts of $356 and $272, respectively | 8,791 | 8,705 |
Unbilled receivables - current | 4,529 | 2,926 |
Inventories | 328 | 370 |
Prepaid and other assets | 3,340 | 2,358 |
Current assets related to discontinued operations | 96 | 85 |
Total current assets | 18,139 | 14,607 |
Property and equipment: | ||
Buildings and land | 22,550 | 22,544 |
Equipment | 33,427 | 33,454 |
Vehicles | 398 | 409 |
Leasehold improvements | 11,549 | 11,626 |
Office furniture and equipment | 1,736 | 1,738 |
Construction-in-progress | 246 | 667 |
Total property and equipment | 69,906 | 70,438 |
Less accumulated depreciation | (56,399) | (53,323) |
Net property and equipment | 13,507 | 17,115 |
Property and equipment related to discontinued operations | 81 | 81 |
Intangibles and other long term assets: | ||
Permits | 8,434 | 8,474 |
Other intangible assets - net | 1,546 | 1,721 |
Accounts receivable - non-current | 212 | |
Unbilled receivables - non-current | 167 | 216 |
Finite risk sinking fund | 15,642 | 21,487 |
Other assets | 974 | 1,154 |
Other assets related to discontinued operations | 214 | 268 |
Total assets | 58,704 | 65,335 |
Current liabilities: | ||
Accounts payable | 3,638 | 4,244 |
Accrued expenses | 5,350 | 4,094 |
Disposal/transportation accrual | 2,113 | 1,390 |
Deferred revenue | 3,353 | 2,691 |
Accrued closure costs - current | 2,927 | 2,177 |
Current portion of long-term debt | 1,184 | 1,184 |
Current liabilities related to discontinued operations | 594 | 958 |
Total current liabilities | 19,159 | 16,738 |
Accrued closure costs, net of current portion | 4,297 | 5,138 |
Other long-term liabilities | 979 | 931 |
Deferred tax liabilities | 2,467 | 2,362 |
Long-term debt, less current portion | 2,959 | 7,649 |
Long-term liabilities related to discontinued operations | 705 | 361 |
Total long-term liabilities | 11,407 | 16,441 |
Total liabilities | 30,566 | 33,179 |
Commitments and Contingencies (Note 8) | ||
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 $979 and $931, respectively | 1,285 | 1,285 |
Stockholders' Equity: | ||
Preferred Stock, $.001 par value; 2,000,000 shares authorized, no shares issued and outstanding | ||
Common Stock, $.001 par value; 30,000,000 shares authorized; 11,721,570 and 11,677,025 shares issued, respectively; 11,713,928 and 11,669,383 shares outstanding, respectively | 11 | 11 |
Additional paid-in capital | 106,305 | 106,048 |
Accumulated deficit | (78,153) | (74,213) |
Accumulated other comprehensive loss | (123) | (162) |
Less Common Stock held in treasury, at cost; 7,642 shares | (88) | (88) |
Total Perma-Fix Environmental Services, Inc. stockholders' equity | 27,952 | 31,596 |
Non-controlling interest in subsidiary | (1,099) | (725) |
Total stockholders' equity | 26,853 | 30,871 |
Total liabilities and stockholders' equity | $ 58,704 | $ 65,335 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance for doubtful accounts | $ 356 | $ 272 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 11,721,570 | 11,677,025 |
Common stock, shares outstanding | 11,713,928 | 11,669,383 |
Treasury stock, shares | 7,642 | 7,642 |
Series B Preferred Stock [Member] | ||
Preferred stock of subsidiary, par value | $ 1 | $ 1 |
Preferred stock of subsidiary, shares authorized | 1,467,396 | 1,467,396 |
Preferred stock of subsidiary, shares issued | 1,284,730 | 1,284,730 |
Preferred stock of subsidiary, shares outstanding | 1,284,730 | 1,284,730 |
Preferred stock of subsidiary, liquidation value | $ 1 | $ 1 |
Preferred stock of subsidiary, accrued and unpaid dividends | $ 979 | $ 931 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net revenues | $ 11,758,000 | $ 12,921,000 | $ 37,179,000 | $ 37,768,000 |
Cost of goods sold | 10,013,000 | 11,114,000 | 30,362,000 | 34,111,000 |
Gross profit | 1,745,000 | 1,807,000 | 6,817,000 | 3,657,000 |
Selling, general and administrative expenses | 2,653,000 | 2,732,000 | 8,337,000 | 8,162,000 |
Research and development | 293,000 | 441,000 | 1,300,000 | 1,570,000 |
Loss (gain) on disposal of property and equipment | 12,000 | (1,000) | 16,000 | |
Impairment loss on tangible assets | 672,000 | 672,000 | 1,816,000 | |
Impairment loss on intangible assets | 8,288,000 | |||
Loss from operations | (1,873,000) | (1,378,000) | (3,491,000) | (16,195,000) |
Other income (expense): | ||||
Interest income | 34,000 | 31,000 | 105,000 | 78,000 |
Interest expense | (59,000) | (101,000) | (249,000) | (377,000) |
Interest expense-financing fees | (9,000) | (14,000) | (27,000) | (99,000) |
Other | 1,000 | (1,000) | 2,000 | 20,000 |
Loss from continuing operations before taxes | (1,906,000) | (1,463,000) | (3,660,000) | (16,573,000) |
Income tax expense (benefit) | 71,000 | 37,000 | 218,000 | (3,093,000) |
Loss from continuing operations, net of taxes | (1,977,000) | (1,500,000) | (3,878,000) | (13,480,000) |
Loss from discontinued operations, net of taxes of $0 | (145,000) | (191,000) | (436,000) | (622,000) |
Net loss | (2,122,000) | (1,691,000) | (4,314,000) | (14,102,000) |
Net loss attributable to non-controlling interest | (78,000) | (135,000) | (374,000) | (472,000) |
Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders | $ (2,044,000) | $ (1,556,000) | $ (3,940,000) | $ (13,630,000) |
Net loss per common share attributable to Perma-Fix Environmental Services, Inc. stockholders - basic and diluted: | ||||
Continuing operations | $ (.16) | $ (.12) | $ (.30) | $ (1.12) |
Discontinued operations | (.01) | (.01) | (.04) | (.06) |
Net loss per common share | $ (.17) | $ (.13) | $ (.34) | $ (1.18) |
Number of common shares used in computing net loss per share: | ||||
Basic | 11,714,000 | 11,632,000 | 11,698,000 | 11,588,000 |
Diluted | 11,714,000 | 11,632,000 | 11,698,000 | 11,588,000 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Loss from discontinued operations, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net loss | $ (2,122) | $ (1,691) | $ (4,314) | $ (14,102) |
Other comprehensive income (loss): | ||||
Foreign currency translation income (loss) | 12 | 5 | 39 | (12) |
Comprehensive loss | (2,110) | (1,686) | (4,275) | (14,114) |
Comprehensive loss attributable to non-controlling interest | (78) | (135) | (374) | (472) |
Comprehensive loss attributable to Perma-Fix Environmental Services, Inc. stockholders | $ (2,032) | $ (1,551) | $ (3,901) | $ (13,642) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Held In Treasury [Member] | Accumulated Other Comprehensive Loss [Member] | Non-controlling Interest in Subsidiary [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 11 | $ 106,048 | $ (88) | $ (162) | $ (725) | $ (74,213) | $ 30,871 |
Balance, shares at Dec. 31, 2016 | 11,677,025 | ||||||
Net loss | (374) | (3,940) | (4,314) | ||||
Foreign currency translation | 39 | 39 | |||||
Issuance of Common Stock for services | 161 | 161 | |||||
Issuance of Common Stock for services, shares | 44,545 | ||||||
Stock-Based Compensation | 96 | 96 | |||||
Balance at Sep. 30, 2017 | $ 11 | $ 106,305 | $ (88) | $ (123) | $ (1,099) | $ (78,153) | $ 26,853 |
Balance, shares at Sep. 30, 2017 | 11,721,570 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (4,314,000) | $ (14,102,000) |
Less: loss from discontinued operations, net of taxes of $0 | (436,000) | (622,000) |
Loss from continuing operations, net of taxes | (3,878,000) | (13,480,000) |
Adjustments to reconcile loss from continuing operations to cash used in operating activities: | ||
Depreciation and amortization | 3,394,000 | 2,986,000 |
Amortization of debt issuance costs | 27,000 | 164,000 |
Deferred tax expense (benefit) | 105,000 | (3,095,000) |
Provision for (recovery of) bad debt reserves | 85,000 | (336,000) |
(Gain) loss on disposal of property and equipment | (1,000) | 16,000 |
Impairment loss on tangible assets | 672,000 | 1,816,000 |
Impairment loss on intangible assets | 8,288,000 | |
Issuance of common stock for services | 161,000 | 178,000 |
Stock-based compensation | 96,000 | 69,000 |
Changes in operating assets and liabilities of continuing operations | ||
Restricted cash | 35,000 | |
Accounts receivable | 41,000 | (140,000) |
Unbilled receivables | (1,554,000) | 1,808,000 |
Prepaid expenses, inventories and other assets | 293,000 | 2,225,000 |
Accounts payable, accrued expenses and unearned revenue | 914,000 | (1,869,000) |
Cash provided by (used in) continuing operations | 355,000 | (1,335,000) |
Cash used in discontinued operations | (464,000) | (710,000) |
Cash used in operating activities | (109,000) | (2,045,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (200,000) | (104,000) |
Proceeds from sale of property and equipment | 7,000 | 30,000 |
Proceeds from/(payment to) finite risk sinking fund | 5,845,000 | (76,000) |
Cash provided by (used in) investing activities of continuing operations | 5,652,000 | (150,000) |
Cash provided by investing activities of discontinued operations | 52,000 | 68,000 |
Cash provided by (used in) investing activities | 5,704,000 | (82,000) |
Cash flows from financing activities: | ||
Repayments of revolving credit borrowings | (34,979,000) | (41,223,000) |
Borrowing on revolving credit | 31,176,000 | 44,137,000 |
Proceeds from issuance of common stock upon exercise of warrants/options | 156,000 | |
Release of proceeds for stock subscription for Perma-Fix Medical S.A. previously held in escrow | 64,000 | |
Payment of debt issuance costs | (97,000) | |
Principal repayments of long term debt | (914,000) | (1,199,000) |
Principal repayments of long term debt-related party | (1,000,000) | |
Cash (used in) provided by financing activities of continuing operations | (4,717,000) | 838,000 |
Effect of exchange rate changes on cash | 14,000 | (1,000) |
Increase (decrease) in cash | 892,000 | (1,290,000) |
Cash at beginning of period | 163,000 | 1,435,000 |
Cash at end of period | 1,055,000 | 145,000 |
Supplemental disclosure: | ||
Interest paid | 252,000 | 309,000 |
Income taxes paid | $ 17,000 | $ 41,000 |
Consolidated Statements of Cas9
Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||||
Loss from discontinued operations, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The consolidated condensed financial statements included herein have been prepared by the Company (which may be referred to as we, us or our), without an audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“the Commission”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes the disclosures which are made are adequate to make the information presented not misleading. Further, the consolidated condensed financial statements reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the nine months ended September 30, 2017 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2017. The Company suggests that these consolidated condensed financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Reclassification Certain prior year amounts have been reclassified to conform to the current year presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 232) – Amendments to SEC Paragraphs Pursuant to staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings.” This amendment states that registrants should consider additional qualitative disclosures if the impact of an issued but not yet adopted ASU is unknown or cannot be reasonably estimated and to include a description of the effect of the accounting policies that the registrant expects to apply, if determined. Transition guidance included in certain issued but not yet adopted ASUs were also updated to reflect this update. This update is effective immediately. The adoption of ASU 2017-13 by the Company in the first quarter did not have a material impact on the Company’s financial position, results of operations and cash flows. The Company will revise its disclosures for the standards not yet adopted as required by ASU 2017-03 as the Company progresses through its impact assessments. Recently Issued Accounting Standards – Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers followed by a series of related accounting standard updates (collectively referred to as “Topic 606”), which will supersede nearly all existing revenue recognition guidance. Topic 606 provides a single, comprehensive revenue recognition model for all contracts with customers. Under the new standard, a five-step process is utilized in order to determine revenue recognition, depicting the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Topic 606 also requires additional disclosure surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Topic 606 is effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted, as amended, to the original effective date of the period beginning after December 15, 2016 (including interim reporting periods within those periods). Topic 606 may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company has developed a project plan to guide the implementation. The Company is in the process of comparing its current revenue recognition policies to the requirements under Topic 606 while analyzing any subsequent impact on the Company’s contract portfolio, comparing historical accounting policies and practices to the requirements of the new guidance, reviewing the various revenue streams, and identifying potential differences from applying the requirements of the new guidance as outlined in the project plan. The Company has assigned internal and external resources to assist in this implementation project and believes that the project is progressing timely. The Company plans to adopt the standard in the first quarter of 2018 under the modified retrospective approach, resulting in a cumulative adjustment to retained earnings. The Company is still evaluating the impact of adopting Topic 600 on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is still evaluating the potential impact of adopting this guidance on our financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force),” which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. Subsequently, in November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230), Restricted Cash, a consensus of the FASB Emerging Issues Task Force,” which clarifies the guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. ASU 2016-15 and ASU 2016-18 are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company does not expect the adoption of these ASUs to have a material impact on In October 2016, the FASB issued ASU 2016-16 , In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805) – Clarifying the Definition of a Business.” ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisition, disposals, goodwill and consolidation. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect the adoption of this ASU to have a material impact on In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”. This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, and early adoption is permitted, including in an interim period. ASU 2017-09 is to be applied on a prospective basis to an award modified on or after the adoption date. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial position, results of operations and cash flows. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.” Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification and does not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its financial statements. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 3. Intangible Assets The following table summarizes information relating to the Company’s definite-lived intangible assets: September 30, 2017 December 31, 2016 Useful Gross Net Gross Net Lives Carrying Accumulated Carrying Carrying Accumulated Carrying (Years) Amount Amortization Amount Amount Amortization Amount Intangibles (amount in thousands) Patent 3-17 $ 643 (298 ) $ 345 $ 577 $ (274 ) $ 303 Software 3 405 (396 ) 9 405 (383 ) 22 Customer relationships 12 3,370 (2,178 ) 1,192 3,370 (1,974 ) 1,396 Permit 10 545 (468 ) 77 545 (428 ) 117 Total $ 4,963 $ (3,340 ) $ 1,623 $ 4,897 $ (3,059 ) $ 1,838 The intangible assets noted above are amortized on a straight-line basis over their useful lives with the exception of customer relationships which are being amortized using an accelerated method. The Company has only one definite-lived permit that is subject to amortization. The following table summarizes the expected amortization over the next five years for our definite-lived intangible assets (including the one definite-lived permit): Amount Year (In thousands) 2017 (remaining) $ 92 2018 336 2019 254 2020 218 2021 198 Total $ 1,098 Amortization expense relating to the definite-lived intangible assets as discussed above was $93,000 and $281,000 for the three and nine months ended September 30, 2017, respectively, and $101,000 and $340,000 for the three and nine months ended September 30, 2016, respectively. |
Capital Stock, Stock Plans and
Capital Stock, Stock Plans and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Capital Stock, Stock Plans and Stock-Based Compensation | 4. Capital Stock, Stock Plans and Stock-Based Compensation Stock Plans The Company adopted the 2017 Stock Option Plan (“2017 Plan”), which was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders held on July 27, 2017 (the “Annual Meeting”). The 2017 Plan authorizes the grant of options to officers and employees of the Company, including any employee who is also a member of the Board of Directors (the “Board”), as well as to consultants of the Company. The 2017 Plan authorizes an aggregate grant of 540,000 non-qualified stock options (“NQSOs”) and incentive stock options (“ISOs”), which includes a rollover of 140,000 shares remaining available for issuance under the 2010 Stock Option Plan (the “2010 Plan”). As a result of the approval of the 2017 Plan, no further options will be granted under the 2010 Plan. In all other respects, the 2010 Plan will remain in full force and effect with respect to all outstanding options issued and unexercised under the 2010 Plan, which stands at 60,000. Consultants of the Company can only be granted NQSOs. The term of each stock option granted under the 2017 Plan shall be fixed by the Compensation and Stock Option Committee (the “Compensation Committee”), but no stock options will be exercisable more than ten years after the grant date, or in the case of an ISO granted to a 10% stockholder, five years after the grant date. The exercise price of any ISO granted under the 2017 Plan to an individual who is not a 10% stockholder at the time of the grant shall not be less than the fair market value of the shares at the time of the grant, and the exercise price of any incentive stock option granted to a 10% stockholder shall not be less than 110% of the fair market value at the time of grant. The exercise price of any NQSOs granted under the plan shall not be less than the fair market value of the shares at the time of grant. At the Annual Meeting, the Company’s shareholders also approved an amendment to the 2003 Outside Directors Stock Plan (“2003 Plan”) which authorizes the issuance of an additional 300,000 shares of the Company’s common stock under the plan. Immediately prior to the approval of this amendment by the Company’s shareholders, the 2003 Plan had available for issuance approximately 99,868 shares. Stock Options to Employees and Outside Directors On January 13, 2017, the Company granted 6,000 NQSOs from the Company’s 2003 Plan to a new director elected by the Company’s Board to fill the vacancy left by Mr. Jack Lahav who retired from the Board in October 2016. The options granted were for a contractual term of ten years with a vesting period of six months. The exercise price of the NQSO was $3.79 per share, which was equal to our closing stock price the day preceding the grant date, pursuant to the 2003 Plan. On July 27, 2017, the Company granted 12,000 NQSOs from the Company’s 2003 Plan to five of the six re-elected directors at the Annual Meeting. Dr. Louis F. Centofanti, who is a member of the Board, is not eligible to receive options under the 2003 Plan since he is also an employee of the Company, pursuant to the 2003 Plan. The NQSOs granted to the five directors were for a contractual term of ten years with a vesting period of six months. The exercise price of the NQSO was $3.55 per share, which was equal to our closing stock price the day preceding the grant date, pursuant to the 2003 Plan. On July 27, 2017, the Company granted ISOs from the 2017 Plan (following the approval of the 2017 Plan by the Company’s stockholders as discussed above) to the named executive officers as follows: 50,000 ISOs to our Chief Executive Officer (“CEO”) (Louis F. Centofanti); 100,000 ISOs to our Executive Vice President (“EVP”)/Chief Operating Officer (“COO”) (Mr. Mark Duff); and 50,000 ISOs to our Chief Financial Officer (“CFO”) (Mr. Ben Naccarato). Effective September 8, 2017, Mr. Duff succeeded Dr. Centofanti as the CEO with Dr. Centofanti serving as EVP of Strategic Initiatives and continues to serve as a member of the Board (see “Note 12 – Related Party Transaction for further detail of this transition”). The ISOs granted were for a contractual term of six years with one-fifth yearly vesting over a five year period. The exercise price of the ISO was $3.65 per share, which was equal to the fair market value of the Company’s common stock on the date of grant. On May 15, 2016, the Company granted 50,000 ISOs from the Company’s 2010 Plan to Mr. Duff. The ISOs granted were for a contractual term of six years with one-third yearly vesting over a three year period. The exercise price of the ISO was $3.97 per share, which was equal to the fair market value of the Company’s Common Stock on the date of grant. On July 28, 2016, the Company granted an aggregate of 12,000 NQSOs from the 2003 Plan to five of the seven re-elected directors at our Annual Meeting of Stockholders held on July 28, 2016. Two of the directors were not eligible to receive options under the 2003 Stock Plan as they were employees of the Company or its subsidiaries. The NQSOs granted were for a contractual term of ten years with a vesting period of six months. The exercise price of the NQSOs was $4.60 per share, which was equal to the Company’s closing stock price the day preceding the grant date, pursuant to the 2003 Plan. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Assumptions used to estimate the fair value of stock options granted include the exercise price of the award, the expected term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual dividend yield. The fair value of the options granted during the nine months ended September 30, 2017 and 2016 and the related assumptions used in the Black-Scholes option model used to value the options granted were as follows: Employee Stock Option Granted July 27, 2017 May 15, 2016 Weighted-average fair value per share $ 1.88 $ 2.00 Risk -free interest rate (1) 1.98 % 1.27 % Expected volatility of stock (2) 53.15 % 53.12 % Dividend yield None None Expected option life (3) 6.0 years 6.0 years Outside Director Stock Options Granted January 13, 2017 July 27, 2017 July 28, 2016 Weighted-average fair value per share $ 2.63 $ 2.48 $ 3.00 Risk -free interest rate (1) 2.40 % 2.32 % 1.52 % Expected volatility of stock (2) 56.32 % 57.21 % 55.99 % Dividend yield None None None Expected option life (3) 10.0 years 10.0 years 10.0 years (1) (2) (3) The following table summarizes stock-based compensation recognized for the three and nine months ended September 30, 2017 and 2016 for our employee and director stock options. Three Months Ended Nine Months Ended Stock Options September 30, September 30, 2017 2016 2017 2016 Employee Stock Options $ 22,000 $ 12,000 $ 43,000 $ 42,000 Director Stock Options 12,000 13,000 32,000 27,000 Total $ 34,000 $ 25,000 $ 75,000 $ 69,000 As of September 30, 2017, the Company has approximately $436,000 of total unrecognized compensation cost related to unvested employee and director options, of which $42,000 is expected to be recognized in remaining 2017, $112,000 in 2018, $87,000 in 2019, $75,000 in 2020, $75,000 in 2021, with the remaining $45,000 in 2022. Stock Options to Consultant Mr. Robert Ferguson (“Ferguson”) is a consultant to the Board and a consultant to the Company in connection with the Company’s Test Bed Initiative (“TBI”) at its Perma-Fix Northwest Richland, Inc. (“PFNWR”) facility. For Ferguson’s consulting work with the Board, he has been receiving monthly compensation of $4,000. For Ferguson’s consulting work in connection with the Company’s TBI, on July 27, 2017 (“grant date”), the Company granted Ferguson a stock option from the Company’s 2017 Plan (see above for a discussion of the 2017 Plan) for the purchase of up to 100,000 shares of the Company’s common stock at an exercise price of $3.65 a share, which was the fair market value of the Company’s common stock on the date of grant (“Ferguson Stock Option”). The vesting of the Ferguson Stock Option is subject to the achievement of the following milestones (“waste” as noted below is defined as liquid law (“low activity waste”) and/or liquid TRU (“transuranic waste”)): ● Upon treatment and disposal of three gallons of waste at the PFNWR facility by January 27, 2018, 10,000 shares of the Ferguson Stock Option shall become exercisable; ● Upon treatment and disposal of 2,000 gallons of waste at the PFNWR facility by January 27, 2019, 30,000 shares of the Ferguson Stock Option shall become exercisable; and ● Upon treatment and disposal of 50,000 gallons of waste at the PFNWR facility and assistance, on terms satisfactory to the Company, in preparing certain justifications of cost and pricing data for the waste and obtaining a long-term commercial contract relating to the treatment, storage and disposal of waste by January 27, 2021, 60,000 shares of the Ferguson Stock Option shall become exercisable. The term of the Ferguson Stock Option is seven (7) years from the grant date. Each of the milestones is exclusive of each other; therefore, achievement of any of the milestones above by Ferguson by the designated date will provide Ferguson the right to exercise the number of options in accordance with the milestone attained. The Company accounts for stock-based compensation issued to consultants in accordance with the provisions of ASC 505-50, “Equity-Based Payments to Non-Employees.” Measurement of stock-based payment transactions with consultants is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instrument issued. The measurement date for the fair value of the stock-based payment transaction is determined at the earlier of performance commitment date or performance completion date. In accordance with ASC 505-50, when it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purpose of recognition of costs during those periods, the equity instrument is measured at the then-current fair value at each of those interim financial reporting dates. The equity instrument is ultimately recorded at its fair value at its measurement date. Accordingly, at September 30, 2017, the Company has recorded approximately $21,000 in consulting expenses (included in selling, general and administrative expenses (“SG&A”)) and additional paid-in capital in connection with this transaction which amount was estimated to be the fair value of the 10,000 options in the first milestone at September 30, 2017 using the Black-Scholes valuation model with the following assumptions: 52.64% volatility, risk free interest rate of 2.12%, and an expected life of approximately 6.8 years and no dividends. Summary of Stock Option Plans The summary of the Company’s total Stock Option Plans as of September 30, 2017, as compared to September 30, 2016, and changes during the periods then ended, are presented below. The Company’s Plans consist of the 2010 and 2017 Plans and the 2003 Plan: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (3) Options outstanding January 1, 2017 247,200 $ 6.69 Granted 318,000 3.65 Exercised ─ ─ Forfeited/expired (50,400 ) 8.95 Options outstanding end of period (1) 514,800 $ 4.59 5.7 $ 65,490 Options exercisable at September 30, 2017 (1) 169,467 $ 6.45 4.8 $ 17,490 Options exercisable and expected to be vested at September 30, 2017 514,800 $ 4.59 5.7 $ 65,490 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (3) Options outstanding January 1, 2016 218,200 $ 7.65 Granted 62,000 4.09 Exercised ─ ─ Forfeited/expired (33,000 ) 8.14 Options outstanding end of period (2) 247,200 $ 6.69 4.6 $ 126,267 Options exercisable at September 30, 2016 (2) 181,867 $ 7.61 4.0 $ 69,516 Options exercisable and expected to be vested at September 30, 2016 239,750 $ 6.78 4.6 $ 118,542 (1) (2) (3) Stock Issuance for Services During the nine months ended September 30, 2017, the Company issued a total of 44,545 shares of its common stock under the 2003 Plan to its outside directors as compensation for serving on our Board. The Company has recorded approximately $175,000 in compensation expenses for the nine months ended September 30, 2017 (included in selling, general and administration expenses) in connection with the issuance of shares of its common stock to outside directors. |
(Loss) Income Per Share
(Loss) Income Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
(Loss) Income Per Share | 5. (Loss) Income Per Share Basic (loss) income per share is calculated based on the weighted-average number of outstanding common shares during the applicable period. Diluted (loss) income per share is based on the weighted-average number of outstanding common shares plus the weighted-average number of potential outstanding common shares. In periods where they are anti-dilutive, such amounts are excluded from the calculations of dilutive earnings per share. The following table reconciles the loss and average share amounts used to compute both basic and diluted loss per share: Three Months Ended Nine Months Ended September 30, September 30, (Unaudited) (Unaudited) (Amounts in Thousands, Except for Per Share Amounts) 2017 2016 2017 2016 Net loss attributable to Perma-Fix Environmental Services, Inc., common stockholders: Loss from continuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders $ (1,899 ) $ (1,365 ) $ (3,504 ) $ (13,008 ) Loss from discontinuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders (145 ) (191 ) (436 ) (622 ) Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders $ (2,044 ) $ (1,556 ) $ (3,940 ) $ (13,630 ) Basic loss per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $ (.17 ) $ (.13 ) $ (.34 ) $ (1.18 ) Diluted loss per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $ (.17 ) $ (.13 ) $ (.34 ) $ (1.18 ) Weighted average shares outstanding: Basic weighted average shares outstanding 11,714 11,632 11,698 11,588 Add: dilutive effect of stock options ─ ─ ─ ─ Add: dilutive effect of warrants ─ ─ ─ ─ Diluted weighted average shares outstanding 11,714 11,632 11,698 11,588 Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include: Stock options 185 98 497 150 |
Long Term Debt
Long Term Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long Term Debt | 6. Long Term Debt Long-term debt consists of the following at September 30, 2017 and December 31, 2016: (Amounts in Thousands) September 30, 2017 December 31, 2016 Revolving Credit (1) $ ─ $ 3,803 Term Loan (1) (2) 4,143 (3) 5,030 (3) Total debt 4,143 8,833 Less current portion of long-term debt 1,184 1,184 Long-term debt $ 2,959 $ 7,649 (1) (2) (3) Revolving Credit and Term Loan Agreement The Company entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated October 31, 2011 (“Loan Agreement”), with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement, as subsequently amended (“Amended Loan Agreement”), provides the Company with the following credit facility with a maturity date of March 24, 2021: (a) up to $12,000,000 revolving credit (“revolving credit”), subject to the amount of borrowings based on a percentage of eligible receivables (as defined) and (b) a term loan (“term loan”) of approximately $6,100,000, which requires monthly installments of approximately $101,600 (based on a seven-year amortization). Under the Amended Loan Agreement, the Company has the option of paying an annual rate of interest due on the revolving credit at prime (4.25% at September 30, 2017) plus 2% or London Inter Bank Offer Rate (“LIBOR”) plus 3% and the term loan at prime plus 2.5% or LIBOR plus 3.5%. Pursuant to the Amended Loan Agreement, the Company may terminate the Amended Loan Agreement, upon 90 days’ prior written notice upon payment in full of its obligations under the Amended Loan Agreement. The Company agreed to pay PNC 1.0% of the total financing in the event the Company had paid off its obligations on or before March 23, 2017, .50% of the total financing if the Company pays off its obligations after March 23, 2017 but prior to or on March 23, 2018, and .25% of the total financing if the Company pays off its obligations after March 23, 2018 but prior to or on March 23, 2019. No early termination fee shall apply if the Company pays off its obligations after March 23, 2019. At September 30, 2017, the availability under our revolving credit was $4,257,000, based on our eligible receivables and includes an indefinite reduction of borrowing availability of $2,000,000 that the Company’s lender has imposed, which includes $750,000 that was imposed immediately upon the Company’s receipt of finite risk sinking funds on May 1, 2017, in connection with the cancellation of the closure policy for the Company’s PFNWR subsidiary (see “Note 8 – Commitments and Contingencies – Insurance” below for further information of the PFNWR closure policy and the receipt of the related sinking funds). The Company’s credit facility with PNC contains certain financial covenants, along with customary representations and warranties. A breach of any of these financial covenants, unless waived by PNC, could result in a default under our credit facility allowing our lender to immediately require the repayment of all outstanding debt under our credit facility and terminate all commitments to extend further credit. The Company met its quarterly financial covenants in the first, second, and third quarters of 2017 and expects to meet its quarterly financial covenants in the next twelve months. |
East Tennessee Materials and En
East Tennessee Materials and Energy Corporation (“M&EC”) | 9 Months Ended |
Sep. 30, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
East Tennessee Materials and Energy Corporation (“M&EC”) | 7. East Tennessee Materials and Energy Corporation (“M&EC”) The Company continues its plan to close its M&EC facility by the end of the M&EC’s lease term of January 21, 2018. Operations at the M&EC facility are continuing during the remaining term of the lease and the facility continues to transition waste shipments and operational capabilities to our other Treatment Segment facilities, subject to customer requirements and regulatory approvals. Simultaneously, the Company continues with closure and decommissioning activities in accordance with M&EC’s license and permit requirements. In accordance with ASC 360, “Property, Plant, and Equipment,” the Company performed an updated financial valuation of M&EC’s remaining long-lived tangible assets (inclusive of the capitalized asset retirement costs) for further potential impairment during the third quarter of 2017. Based on our analysis using an undiscounted cash flow approach, the Company concluded that the carrying value of the remaining tangible assets for M&EC was not recoverable and exceeded its fair value. Consequently, the Company fully impaired the remaining tangible assets at M&EC resulting in $672,000 in tangible asset impairment loss. At September 30, 2017, total accrued closure liabilities for our M&EC subsidiary totaled approximately $2,927,000 which is recorded as current liabilities. At December 31, 2016, M&EC had long-term closure liabilities of approximately $881,000 which were reclassified to current at March 31, 2017. The Company recorded an additional $550,000 in closure costs and current closure liabilities during the third quarter of 2017 due to a change in estimated closure costs. The following reflects changes to the closure liabilities for the M&EC subsidiary from year end 2016: Amounts in thousands Balance as of December 31, 2016 $ 3,058 Accretion expense 149 Adjustment to closure liability 550 Payments (830 ) Balance as of September 30, 2017 $ 2,927 Revenues for the M&EC subsidiary were $578,000 and $5,650,000 for the three and nine months ended September 30, 2017, respectively, and $703,000 and $3,458,000 for the corresponding periods of 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Hazardous Waste In connection with our waste management services, we process both hazardous and non-hazardous waste, which we transport to our own, or other, facilities for destruction or disposal. As a result of disposing of hazardous substances, in the event any cleanup is required, we could be a potentially responsible party for the costs of the cleanup notwithstanding any absence of fault on our part. Legal Matters In the normal course of conducting our business, we may be involved in various litigation. We are not a party to any litigation or governmental proceeding which our management believes could result in any judgments or fines against us that would have a material adverse effect on our financial position, liquidity or results of future operations. Insurance The Company has a 25-year finite risk insurance policy entered into in June 2003 with American International Group, Inc. (“AIG”), which provides financial assurance to the applicable states for our permitted facilities in the event of unforeseen closure. The policy, as amended, provides for a maximum allowable coverage of $39,000,000 and has available capacity to allow for annual inflation and other performance and surety bond requirements. All of the required payments for this finite risk insurance policy, as amended, were previously made by the Company. At September 30, 2017, our financial assurance coverage amount under this policy totaled approximately $29,473,000. The Company has recorded $15,642,000 and $15,546,000 in sinking funds related to this policy in other long term assets on the accompanying Consolidated Balance Sheets at September 30, 2017 and December 31, 2016, respectively, which includes interest earned of $1,171,000 and $1,075,000 on the sinking funds as of September 30, 2017 and December 31, 2016, respectively. Interest income for the three and nine months ended September 30, 2017 was approximately $35,000 and $96,000, respectively. Interest income for the three and nine month periods ended September 30, 2016, was approximately $24,000 and $62,000, respectively. If the Company so elects, AIG is obligated to pay us an amount equal to 100% of the sinking fund account balance in return for complete release of liability from both us and any applicable regulatory agency using this policy as an instrument to comply with financial assurance requirements. The Company also had a finite risk insurance policy dated August 2007 for our PFNWR facility with AIG (“PFNWR policy”) which provided financial assurance to the State of Washington in the event of closure of the PFNWR facility. The Company had recorded $5,941,000 in finite risk sinking funds at December 31, 2016 in other long term assets on the accompanying Consolidated Balance Sheets which included interest earned of $241,000 on the sinking fund. In April 2017, the Company received final releases from state and federal regulators for the PFNWR policy which enabled the Company to cancel the PFNWR policy resulting in the release of approximately $5,951,000 on May 1, 2017 in finite sinking funds previously held by AIG as collateral for the PFNWR policy. The Company used the released finite sinking funds to pay off its revolving credit with the remaining funds to be used for general working capital needs. The Company has acquired new bonds in the required amount of approximately $7,000,000 (“new bonds”) to replace the PFNWR policy in providing financial assurance for the PFNWR facility. Upon receipt of the $5,951,000 in finite sinking funds from AIG, the Company and its lender executed a standby letter of credit in the amount of $2,500,000 as collateral for the new bonds for the PFNWR facility. In addition, the Company’s lender placed an additional $750,000 restriction on the Company’s borrowing availability pursuant to a “Condition Subsequent” clause in the November 17, 2016 amendment that the Company entered into with its lender. Interest income earned under the PFNWR policy for the three and nine months ended September 30, 2017 was approximately $2,000 and $10,000, respectively. Interest income for the three and nine month periods ended September 30, 2016, was approximately $7,000 and $14,000, respectively. Letter of Credits and Bonding Requirements From time to time, we are required to post standby letters of credit and various bonds to support contractual obligations to customers and other obligations, including facility closures. At September 30, 2017, the total amount of standby letters of credit outstanding totaled approximately $2,675,000 and the total amount of bonds outstanding totaled approximately $8,253,000. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 9. Discontinued Operations The Company’s discontinued operations consist of all our subsidiaries included in our Industrial Segment: (1) subsidiaries divested in 2011 and prior, (2) two previously closed locations, and (3) our Perma-Fix of South Georgia, Inc. (“PFSG”) facility, which is currently in the process of undergoing closure, subject to regulatory approval of necessary plans and permits. The Company’s discontinued operations had losses of $145,000 and $191,000 for the three months ended September 30, 2017 and 2016, respectively (net of taxes of $0 for each period) and losses of $436,000 and $622,000 for the nine months ended September 30, 2017 and 2016, respectively (net of taxes of $0 for each period). The losses were primarily due to costs incurred in the administration and continued monitoring of our discontinued operations. The Company’s discontinued operations had no revenues for each of the periods noted above. The following table presents the major class of assets of discontinued operations at September 30, 2017 and December 31, 2016. (Amounts in Thousands) September 30, 2017 December 31, 2016 Current assets Other assets $ 96 $ 85 Total current assets 96 85 Long-term assets Property, plant and equipment, net (1) 81 81 Other assets 214 268 Total long-term assets 295 349 Total assets $ 391 $ 434 Current liabilities Accounts payable $ 38 $ 13 Accrued expenses and other liabilities 260 268 Environmental liabilities 296 677 Total current liabilities 594 958 Long-term liabilities Closure liabilities 118 113 Environmental liabilities 587 248 Total long-term liabilities 705 361 Total liabilities $ 1,299 $ 1,319 (1) The Company’s discontinued operations include a note receivable in the amount of approximately $375,000 recorded in May 2016 resulting from the sale of property at our Perma-Fix of Michigan, Inc. subsidiary. This note requires 60 equal monthly installment payments by the buyer of approximately $7,250 (which includes interest). At September 30, 2017, the outstanding amount on this note receivable totaled approximately $286,000, of which approximately $72,000 is included in “Current assets related to discontinued operations” and approximately $214,000 is included in “Other assets related to discontinued operations” in the accompanying Consolidated Balance Sheets. |
Operating Segments
Operating Segments | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Operating Segments | 10. Operating Segments In accordance with ASC 280, “Segment Reporting”, the Company defines an operating segment as a business activity: (a) from which we may earn revenue and incur expenses; (2) whose operating results are regularly reviewed by the chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance; and (3) for which discrete financial information is available. Our reporting segments are defined as below: TREATMENT SEGMENT reporting includes: - nuclear, low-level radioactive, mixed, hazardous and non-hazardous waste treatment, processing and disposal services primarily through four uniquely licensed and permitted treatment and storage facilities (see “Note 7 – East Tennessee Materials and Energy Corporation (“M&EC”) for further detail of pending closure of the M&EC facility); and - R&D activities to identify, develop and implement innovative waste processing techniques for problematic waste streams. SERVICES SEGMENT, which includes: - On-site waste management services to commercial and government customers; - Technical services, which 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; - 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. MEDICAL SEGMENT reporting includes: R&D costs for the new medical isotope production technology from our majority-owned Polish subsidiary, PF Medical. The Medical Segment has not generated any revenue as it continues to be primarily in the R&D stage. All costs incurred for the Medical Segment are reflected within R&D in the accompanying Consolidated Statements of Operations and consist primarily of employee salaries and benefits, laboratory costs, third party fees, and other related costs associated with the development of this new technology. Our reporting segments exclude our corporate headquarters and our discontinued operations (see Note 9 – “Discontinued Operations”) which do not generate revenues. The table below presents certain financial information of our operating segments for the three and nine months ended September 30, 2017 and 2016 (in thousands). Segment Reporting for the Quarter Ended September 30, 2017 Treatment Services Medical Segments Total Corporate (1) Consolidated Total Revenue from external customers $ 9,355 $ 2,403 — $ 11,758 $ — $ 11,758 Intercompany revenues 77 10 — 87 — — Gross profit 1,613 132 — 1,745 — 1,745 Research and development 96 — 197 293 — 293 Interest income — — — — 34 34 Interest expense (1 ) (1 ) — (2 ) (57 ) (59 ) Interest expense-financing fees — — — — (9 ) (9 ) Depreciation and amortization 964 134 — 1,098 9 1,107 Segment income (loss) before income taxes 40 (3) (478 ) (197 ) (635 ) (1,271 ) (1,906 ) Income tax expense 70 — — 70 1 71 Segment (loss) income (30 ) (478 ) (197 ) (705 ) (1,272 ) (1,977 ) Expenditures for segment assets 81 3 — 84 — 84 Segment Reporting for the Quarter Ended September 30, 2016 Treatment Services Medical Segments Total Corporate (1) Consolidated Total Revenue from external customers $ 7,643 $ 5,278 — $ 12,921 $ — $ 12,921 Intercompany revenues 28 8 — 36 — — Gross profit 837 970 — 1,807 — 1,807 Research and development 95 4 342 441 — 441 Interest income — — — — 31 31 Interest expense (2 ) (2 ) — (4 ) (97 ) (101 ) Interest expense-financing fees — — — — (14 ) (14 ) Depreciation and amortization 1,019 161 — 1,180 9 1,189 Segment (loss) income before income taxes (90 ) 360 (342 ) (72 ) (1,391 ) (1,463 ) Income tax expense 35 — — 35 2 37 Segment (loss) income (125 ) 360 (342 ) (107 ) (1,393 ) (1,500 ) Expenditures for segment assets 63 13 — 76 — 76 Segment Reporting for the Nine Months Ended September 30, 2017 Treatment Services Medical Segments Total Corporate (1) Consolidated Total Revenue from external customers $ 29,019 $ 8,160 — $ 37,179 $ — $ 37,179 Intercompany revenues 191 21 — 212 — — Gross profit 6,474 343 — 6,817 — 6,817 Research and development 339 — 947 1,286 14 1,300 Interest income — — — — 105 105 Interest expense (27 ) (2 ) — (29 ) (220 ) (249 ) Interest expense-financing fees — — — — (27 ) (27 ) Depreciation and amortization 2,960 405 — 3,365 29 3,394 Segment income (loss) before income taxes 2,880 (3) (1,738 ) (947 ) 195 (3,855 ) (3,660 ) Income tax expense 215 — — 215 3 218 Segment income (loss) 2,665 (1,738 ) (947 ) (20 ) (3,858 ) (3,878 ) Expenditures for segment assets 188 12 — 200 — 200 Segment Reporting for the Nine Months Ended September 30, 2016 Treatment Services Medical Segments Total Corporate (1) Consolidated Total Revenue from external customers $ 22,832 $ 14,936 — $ 37,768 $ — $ 37,768 Intercompany revenues 38 23 — 61 — — Gross profit 1,280 2,377 — 3,657 — 3,657 Research and development 321 38 1,196 1,555 15 1,570 Interest income 3 — — 3 75 78 Interest expense (19 ) (2 ) — (21 ) (356 ) (377 ) Interest expense-financing fees — — — — (99 ) (99 ) Depreciation and amortization 2,437 482 — 2,919 67 2,986 Segment (loss) income before income taxes (11,895 ) (2) 682 (1,196 ) (12,409 ) (4,164 ) (16,573 ) Income tax (benefit) expense (3,095 ) (2) — — (3,095 ) 2 (3,093 ) Segment (loss) income (8,800 ) 682 (1,196 ) (9,314 ) (4,166 ) (13,480 ) Expenditures for segment assets 86 17 1 104 — 104 (1) (2) (3) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. The Company had income tax expenses of $71,000 and $218,000 for continuing operations for the three and nine months ended September 30, 2017, respectively, and income tax expense of $37,000 and income tax benefit of $3,093,000 for continuing operations for the three and nine months ended September 30, 2016, respectively. The Company’s effective tax rates were approximately 3.7% and 6.0% for the three and nine months ended September 30, 2017, respectively, and 2.5% and (18.7%) for the three and nine months ended September 30, 2016, respectively. The Company’s income tax benefit for the nine months ended September 30, 2016 was primarily the result of a tax benefit recorded in the amount of $3,203,000 resulting from the permit impairment loss recorded for the Company’s M&EC subsidiary. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions Employment Agreements On September 8, 2017, the Company’s Board approved the appointment of Mr. Mark Duff as the Company’s new CEO, succeeding Dr. Louis Centofanti, who will serve as EVP of Strategic Initiatives and continue to serve as a member of the Board. Immediately after the appointment of Mark Duff as the Company’s new CEO, the Company’s Compensation Committee and the Board approved, and the Company entered into, an employment agreement with each of Mark Duff, CEO (the “CEO Employment Agreement”), Dr. Louis Centofanti, EVP of Strategic Initiatives (the “EVP Employment Agreement”), and Ben Naccarato, CFO (the “CFO Employment Agreement”) and, collectively with the CEO Employment Agreement, the EVP Employment Agreement, and the CFO Employment Agreement, the “New Employment Agreements” and each individually the “New Employment Agreement”. The Company had previously entered into an employment agreement with each of Dr. Louis Centofanti and Ben Naccarato on July 10, 2014 which both employment agreements are due to expire on July 10, 2018, as amended (the “July 10, 2014 Employment Agreements”). The Company also had previously entered into an employment agreement dated January 19, 2017 (which was effective June 11, 2016) with Mark Duff which is due to expire on June 11, 2019 (the “January 19, 2017 Employment Agreement”). The July 10, 2014 Employment Agreements and the January 19, 2017 Employment Agreement were terminated effective September 8, 2017. Pursuant to New Employment Agreements, which are effective September 8, 2017 (the “Initial Term”), (a) Mark Duff will serve as the Company’s CEO, with an annual salary of $267,000; (b) Dr. Louis Centofanti will serve as the Company’s EVP of Strategic Initiative, with an annual salary of $223,400; and (c) Ben Naccarato will continue to serve as the Company’s CFO, with an annual salary of $229,494. In addition, each of these executive officers is entitled to participate in the Company’s broad-based benefits plans and to certain performance compensation payable under separate Management Incentive Plans (“MIPs”) as approved by the Company’s Compensation Committee. The Company’s Compensation Committee and the Board approved individual 2017 MIPs on January 19, 2017 (which are effective January 1, 2017) for each Mark Duff, Dr. Louis Centofanti, and Ben Naccarato, which remain effective for fiscal year 2017. Each of the New Employment Agreements is effective for three years from the Initial Term unless earlier terminated by the Company or by the executive officer. At the end of the Initial Term of each New Employment Agreement, each New Employment Agreement will automatically be extended for one additional year, unless at least six months prior to the expiration of the Initial Term, the Company or the executive officer provides written notice not to extend the terms of the New Employment Agreement. Pursuant to the New Employment Agreements, if the executive officer’s employment is terminated due to death/disability or for cause (as defined in the agreements), the Company will pay to the executive officer or to his estate an amount equal to the sum of any unpaid base salary and accrued unused vacation time through the date of termination and any benefits due to the executive officer under any employee benefit plan (the “Accrued Amounts”) plus any performance compensation payable pursuant to the MIP. If the executive officer terminates his employment for “good reason” (as defined in the agreements) or is terminated without cause (including the executive officer terminating his employment for “good reason” or is terminated without cause within 24 months after a Change in Control (as defined in the agreement)), the Company will pay the executive officer a sum equal to the total Accrued Amounts, two years of full base salary, performance compensation (under the MIP) earned with respect to the fiscal year immediately preceding the date of termination, and an additional year of performance compensation (under the MIP) earned, if not already paid, with respect to the fiscal year immediately preceding the date of termination. If the executive terminates his employment for a reason other than for good reason, the Company will pay to the executive the amount equal to the Accrued Amounts plus any performance compensation payable pursuant to the MIP. If there is a Change in Control (as defined in the agreements), all outstanding stock options to purchase common stock held by the executive officer will immediately become exercisable in full commencing on the date of termination through the original term of the options. In the event of the death of an executive officer, all outstanding stock options to purchase common stock held by the executive officer will immediately become exercisable in full commencing on the date of termination, with such options exercisable for the lesser of the original option term or twelve months from the date of the executive officer’s death. Severance benefits payable with respect to a termination (other than Accrued Amounts) shall not be payable until the termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)). Robert L. Ferguson Mr. Robert Ferguson (“Ferguson”) is a consultant to the Board and a consultant to the Company. In connection with his consulting work for the Company, on July 27, 2017, the Company granted an option to Ferguson for the purchase of up to 100,000 shares of the Company’s common stock (see information of this option in “Note 4 – Capital Stock, Stock Plans and Stock-Based Compensation”). |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-03, “Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 232) – Amendments to SEC Paragraphs Pursuant to staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings.” This amendment states that registrants should consider additional qualitative disclosures if the impact of an issued but not yet adopted ASU is unknown or cannot be reasonably estimated and to include a description of the effect of the accounting policies that the registrant expects to apply, if determined. Transition guidance included in certain issued but not yet adopted ASUs were also updated to reflect this update. This update is effective immediately. The adoption of ASU 2017-13 by the Company in the first quarter did not have a material impact on the Company’s financial position, results of operations and cash flows. The Company will revise its disclosures for the standards not yet adopted as required by ASU 2017-03 as the Company progresses through its impact assessments. |
Recently Issued Accounting Standards – Not Yet Adopted | Recently Issued Accounting Standards – Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers followed by a series of related accounting standard updates (collectively referred to as “Topic 606”), which will supersede nearly all existing revenue recognition guidance. Topic 606 provides a single, comprehensive revenue recognition model for all contracts with customers. Under the new standard, a five-step process is utilized in order to determine revenue recognition, depicting the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Topic 606 also requires additional disclosure surrounding the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Topic 606 is effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted, as amended, to the original effective date of the period beginning after December 15, 2016 (including interim reporting periods within those periods). Topic 606 may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company has developed a project plan to guide the implementation. The Company is in the process of comparing its current revenue recognition policies to the requirements under Topic 606 while analyzing any subsequent impact on the Company’s contract portfolio, comparing historical accounting policies and practices to the requirements of the new guidance, reviewing the various revenue streams, and identifying potential differences from applying the requirements of the new guidance as outlined in the project plan. The Company has assigned internal and external resources to assist in this implementation project and believes that the project is progressing timely. The Company plans to adopt the standard in the first quarter of 2018 under the modified retrospective approach, resulting in a cumulative adjustment to retained earnings. The Company is still evaluating the impact of adopting Topic 600 on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company is still evaluating the potential impact of adopting this guidance on our financial statements. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force),” which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. Subsequently, in November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230), Restricted Cash, a consensus of the FASB Emerging Issues Task Force,” which clarifies the guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flow. ASU 2016-15 and ASU 2016-18 are effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company does not expect the adoption of these ASUs to have a material impact on In October 2016, the FASB issued ASU 2016-16 , In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805) – Clarifying the Definition of a Business.” ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisition, disposals, goodwill and consolidation. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company does not expect the adoption of this ASU to have a material impact on In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”. This ASU provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years, and early adoption is permitted, including in an interim period. ASU 2017-09 is to be applied on a prospective basis to an award modified on or after the adoption date. The Company does not expect the adoption of the new accounting rules to have a material impact on the Company’s financial position, results of operations and cash flows. In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception.” Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification and does not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact that this standard will have on its financial statements. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table summarizes information relating to the Company’s definite-lived intangible assets: September 30, 2017 December 31, 2016 Useful Gross Net Gross Net Lives Carrying Accumulated Carrying Carrying Accumulated Carrying (Years) Amount Amortization Amount Amount Amortization Amount Intangibles (amount in thousands) Patent 3-17 $ 643 (298 ) $ 345 $ 577 $ (274 ) $ 303 Software 3 405 (396 ) 9 405 (383 ) 22 Customer relationships 12 3,370 (2,178 ) 1,192 3,370 (1,974 ) 1,396 Permit 10 545 (468 ) 77 545 (428 ) 117 Total $ 4,963 $ (3,340 ) $ 1,623 $ 4,897 $ (3,059 ) $ 1,838 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes the expected amortization over the next five years for our definite-lived intangible assets (including the one definite-lived permit): Amount Year (In thousands) 2017 (remaining) $ 92 2018 336 2019 254 2020 218 2021 198 Total $ 1,098 |
Capital Stock, Stock Plans an24
Capital Stock, Stock Plans and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of the options granted during the nine months ended September 30, 2017 and 2016 and the related assumptions used in the Black-Scholes option model used to value the options granted were as follows: Employee Stock Option Granted July 27, 2017 May 15, 2016 Weighted-average fair value per share $ 1.88 $ 2.00 Risk -free interest rate (1) 1.98 % 1.27 % Expected volatility of stock (2) 53.15 % 53.12 % Dividend yield None None Expected option life (3) 6.0 years 6.0 years Outside Director Stock Options Granted January 13, 2017 July 27, 2017 July 28, 2016 Weighted-average fair value per share $ 2.63 $ 2.48 $ 3.00 Risk -free interest rate (1) 2.40 % 2.32 % 1.52 % Expected volatility of stock (2) 56.32 % 57.21 % 55.99 % Dividend yield None None None Expected option life (3) 10.0 years 10.0 years 10.0 years (1) (2) (3) |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The following table summarizes stock-based compensation recognized for the three and nine months ended September 30, 2017 and 2016 for our employee and director stock options. Three Months Ended Nine Months Ended Stock Options September 30, September 30, 2017 2016 2017 2016 Employee Stock Options $ 22,000 $ 12,000 $ 43,000 $ 42,000 Director Stock Options 12,000 13,000 32,000 27,000 Total $ 34,000 $ 25,000 $ 75,000 $ 69,000 |
Schedule of Stock Options Roll Forward | The summary of the Company’s total Stock Option Plans as of September 30, 2017, as compared to September 30, 2016, and changes during the periods then ended, are presented below. The Company’s Plans consist of the 2010 and 2017 Plans and the 2003 Plan: Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (3) Options outstanding January 1, 2017 247,200 $ 6.69 Granted 318,000 3.65 Exercised ─ ─ Forfeited/expired (50,400 ) 8.95 Options outstanding end of period (1) 514,800 $ 4.59 5.7 $ 65,490 Options exercisable at September 30, 2017 (1) 169,467 $ 6.45 4.8 $ 17,490 Options exercisable and expected to be vested at September 30, 2017 514,800 $ 4.59 5.7 $ 65,490 Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (3) Options outstanding January 1, 2016 218,200 $ 7.65 Granted 62,000 4.09 Exercised ─ ─ Forfeited/expired (33,000 ) 8.14 Options outstanding end of period (2) 247,200 $ 6.69 4.6 $ 126,267 Options exercisable at September 30, 2016 (2) 181,867 $ 7.61 4.0 $ 69,516 Options exercisable and expected to be vested at September 30, 2016 239,750 $ 6.78 4.6 $ 118,542 (1) (2) (3) |
(Loss) Income Per Share (Tables
(Loss) Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles the loss and average share amounts used to compute both basic and diluted loss per share: Three Months Ended Nine Months Ended September 30, September 30, (Unaudited) (Unaudited) (Amounts in Thousands, Except for Per Share Amounts) 2017 2016 2017 2016 Net loss attributable to Perma-Fix Environmental Services, Inc., common stockholders: Loss from continuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders $ (1,899 ) $ (1,365 ) $ (3,504 ) $ (13,008 ) Loss from discontinuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders (145 ) (191 ) (436 ) (622 ) Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders $ (2,044 ) $ (1,556 ) $ (3,940 ) $ (13,630 ) Basic loss per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $ (.17 ) $ (.13 ) $ (.34 ) $ (1.18 ) Diluted loss per share attributable to Perma-Fix Environmental Services, Inc. common stockholders $ (.17 ) $ (.13 ) $ (.34 ) $ (1.18 ) Weighted average shares outstanding: Basic weighted average shares outstanding 11,714 11,632 11,698 11,588 Add: dilutive effect of stock options ─ ─ ─ ─ Add: dilutive effect of warrants ─ ─ ─ ─ Diluted weighted average shares outstanding 11,714 11,632 11,698 11,588 Potential shares excluded from above weighted average share calculations due to their anti-dilutive effect include: Stock options 185 98 497 150 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following at September 30, 2017 and December 31, 2016: (Amounts in Thousands) September 30, 2017 December 31, 2016 Revolving Credit (1) $ ─ $ 3,803 Term Loan (1) (2) 4,143 (3) 5,030 (3) Total debt 4,143 8,833 Less current portion of long-term debt 1,184 1,184 Long-term debt $ 2,959 $ 7,649 (1) (2) (3) |
East Tennessee Materials and 27
East Tennessee Materials and Energy Corporation (“M&EC”) (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Change in Asset Retirement Obligation | The following reflects changes to the closure liabilities for the M&EC subsidiary from year end 2016: Amounts in thousands Balance as of December 31, 2016 $ 3,058 Accretion expense 149 Adjustment to closure liability 550 Payments (830 ) Balance as of September 30, 2017 $ 2,927 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operation Balance Sheet | The following table presents the major class of assets of discontinued operations at September 30, 2017 and December 31, 2016. (Amounts in Thousands) September 30, 2017 December 31, 2016 Current assets Other assets $ 96 $ 85 Total current assets 96 85 Long-term assets Property, plant and equipment, net (1) 81 81 Other assets 214 268 Total long-term assets 295 349 Total assets $ 391 $ 434 Current liabilities Accounts payable $ 38 $ 13 Accrued expenses and other liabilities 260 268 Environmental liabilities 296 677 Total current liabilities 594 958 Long-term liabilities Closure liabilities 118 113 Environmental liabilities 587 248 Total long-term liabilities 705 361 Total liabilities $ 1,299 $ 1,319 (1) |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The table below presents certain financial information of our operating segments for the three and nine months ended September 30, 2017 and 2016 (in thousands). Segment Reporting for the Quarter Ended September 30, 2017 Treatment Services Medical Segments Total Corporate (1) Consolidated Total Revenue from external customers $ 9,355 $ 2,403 — $ 11,758 $ — $ 11,758 Intercompany revenues 77 10 — 87 — — Gross profit 1,613 132 — 1,745 — 1,745 Research and development 96 — 197 293 — 293 Interest income — — — — 34 34 Interest expense (1 ) (1 ) — (2 ) (57 ) (59 ) Interest expense-financing fees — — — — (9 ) (9 ) Depreciation and amortization 964 134 — 1,098 9 1,107 Segment income (loss) before income taxes 40 (3) (478 ) (197 ) (635 ) (1,271 ) (1,906 ) Income tax expense 70 — — 70 1 71 Segment (loss) income (30 ) (478 ) (197 ) (705 ) (1,272 ) (1,977 ) Expenditures for segment assets 81 3 — 84 — 84 Segment Reporting for the Quarter Ended September 30, 2016 Treatment Services Medical Segments Total Corporate (1) Consolidated Total Revenue from external customers $ 7,643 $ 5,278 — $ 12,921 $ — $ 12,921 Intercompany revenues 28 8 — 36 — — Gross profit 837 970 — 1,807 — 1,807 Research and development 95 4 342 441 — 441 Interest income — — — — 31 31 Interest expense (2 ) (2 ) — (4 ) (97 ) (101 ) Interest expense-financing fees — — — — (14 ) (14 ) Depreciation and amortization 1,019 161 — 1,180 9 1,189 Segment (loss) income before income taxes (90 ) 360 (342 ) (72 ) (1,391 ) (1,463 ) Income tax expense 35 — — 35 2 37 Segment (loss) income (125 ) 360 (342 ) (107 ) (1,393 ) (1,500 ) Expenditures for segment assets 63 13 — 76 — 76 Segment Reporting for the Nine Months Ended September 30, 2017 Treatment Services Medical Segments Total Corporate (1) Consolidated Total Revenue from external customers $ 29,019 $ 8,160 — $ 37,179 $ — $ 37,179 Intercompany revenues 191 21 — 212 — — Gross profit 6,474 343 — 6,817 — 6,817 Research and development 339 — 947 1,286 14 1,300 Interest income — — — — 105 105 Interest expense (27 ) (2 ) — (29 ) (220 ) (249 ) Interest expense-financing fees — — — — (27 ) (27 ) Depreciation and amortization 2,960 405 — 3,365 29 3,394 Segment income (loss) before income taxes 2,880 (3) (1,738 ) (947 ) 195 (3,855 ) (3,660 ) Income tax expense 215 — — 215 3 218 Segment income (loss) 2,665 (1,738 ) (947 ) (20 ) (3,858 ) (3,878 ) Expenditures for segment assets 188 12 — 200 — 200 Segment Reporting for the Nine Months Ended September 30, 2016 Treatment Services Medical Segments Total Corporate (1) Consolidated Total Revenue from external customers $ 22,832 $ 14,936 — $ 37,768 $ — $ 37,768 Intercompany revenues 38 23 — 61 — — Gross profit 1,280 2,377 — 3,657 — 3,657 Research and development 321 38 1,196 1,555 15 1,570 Interest income 3 — — 3 75 78 Interest expense (19 ) (2 ) — (21 ) (356 ) (377 ) Interest expense-financing fees — — — — (99 ) (99 ) Depreciation and amortization 2,437 482 — 2,919 67 2,986 Segment (loss) income before income taxes (11,895 ) (2) 682 (1,196 ) (12,409 ) (4,164 ) (16,573 ) Income tax (benefit) expense (3,095 ) (2) — — (3,095 ) 2 (3,093 ) Segment (loss) income (8,800 ) 682 (1,196 ) (9,314 ) (4,166 ) (13,480 ) Expenditures for segment assets 86 17 1 104 — 104 (1) (2) (3) |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Permit | Sep. 30, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Number of definite-lived permits | Permit | 1 | |||
Amortization of intangible assets | $ | $ 93 | $ 101 | $ 281 | $ 340 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Gross Carrying Amount | $ 4,963 | $ 4,897 |
Accumulated Amortization | (3,340) | (3,059) |
Net Carrying Amount | 1,623 | 1,838 |
Patent [Member] | ||
Gross Carrying Amount | 643 | 577 |
Accumulated Amortization | (298) | (274) |
Net Carrying Amount | $ 345 | 303 |
Patent [Member] | Minimum [Member] | ||
Useful Lives (Years) | 3 years | |
Patent [Member] | Maximum [Member] | ||
Useful Lives (Years) | 17 years | |
Software [Member] | ||
Gross Carrying Amount | $ 405 | 405 |
Accumulated Amortization | (396) | (383) |
Net Carrying Amount | $ 9 | 22 |
Useful Lives (Years) | 3 years | |
Customer Relationships [Member] | ||
Gross Carrying Amount | $ 3,370 | 3,370 |
Accumulated Amortization | (2,178) | (1,974) |
Net Carrying Amount | $ 1,192 | 1,396 |
Useful Lives (Years) | 12 years | |
Permit [Member] | ||
Gross Carrying Amount | $ 545 | 545 |
Accumulated Amortization | (468) | (428) |
Net Carrying Amount | $ 77 | $ 117 |
Useful Lives (Years) | 10 years |
Intangible Assets - Schedule 32
Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Total | $ 1,623 | $ 1,838 |
Definite-Lived Intangible Assets [Member] | ||
2017 (remaining) | 92 | |
2,018 | 336 | |
2,019 | 254 | |
2,020 | 218 | |
2,021 | 198 | |
Total | $ 1,098 |
Capital Stock, Stock Plans an33
Capital Stock, Stock Plans and Stock-Based Compensation (Details Narrative) $ / shares in Units, $ in Thousands | Jul. 27, 2017$ / sharesshares | Jan. 13, 2017$ / sharesshares | Jul. 28, 2016$ / sharesshares | May 15, 2016$ / sharesshares | Sep. 30, 2017USD ($)gallons$ / sharesshares | Sep. 30, 2016USD ($)shares | Sep. 30, 2017USD ($)gallons$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2016shares | Dec. 31, 2015shares | ||||
Outstanding stock options issued and unexercised | 514,800 | [1] | 247,200 | [2] | 514,800 | [1] | 247,200 | [2] | 247,200 | 218,200 | ||||
Number of stock option shares | 318,000 | 62,000 | ||||||||||||
Stock options granted contractual term | 6 years 9 months 18 days | |||||||||||||
Stock options, grants in period, exercise price | $ / shares | $ 3.65 | $ 4.09 | ||||||||||||
Unrecognized compensation cost related to unvested options | $ | $ 436 | $ 436 | ||||||||||||
Employee service share-based compensation nonvested awards, compensation not yet recognized, stock options, remainder of fiscal year | $ | 42 | 42 | ||||||||||||
Employee service share-based compensation nonvested awards, compensation not yet recognized, stock options, year two | $ | 112 | 112 | ||||||||||||
Employee service share-based compensation nonvested awards, compensation not yet recognized, stock options, year three | $ | 87 | 87 | ||||||||||||
Employee service share-based compensation nonvested awards, compensation not yet recognized, stock options, year four | $ | 75 | 75 | ||||||||||||
Employee service share-based compensation nonvested awards, compensation not yet recognized, stock options, year five | $ | 75 | 75 | ||||||||||||
Employee service share-based compensation nonvested awards, compensation not yet recognized, stock options, thereafter | $ | 45 | 45 | ||||||||||||
Allocated share-based compensation expense | $ | $ 34 | $ 25 | $ 75 | $ 69 | ||||||||||
Stock Option shall become exercisable | 169,467 | [1] | 181,867 | [2] | 169,467 | [1] | 181,867 | [2] | ||||||
Stock option term, description | The term of the Ferguson Stock Option is seven (7) years from the grant date. | |||||||||||||
Consulting expense | $ | $ 21 | |||||||||||||
Number of stock options that becomes vested upon the tranches the 1st milestones | 10,000 | |||||||||||||
Volatility | 52.64% | |||||||||||||
Risk free interest rate | 2.12% | |||||||||||||
Dividend | ||||||||||||||
Mr. Robert Ferguson [Member] | ||||||||||||||
Monthly compensation fees | $ | $ 4 | |||||||||||||
Mr. Robert Ferguson [Member] | January 27, 2018 [Member] | ||||||||||||||
Stock Option shall become exercisable | 10,000 | 10,000 | ||||||||||||
Number of gallons | gallons | 3 | 3 | ||||||||||||
Mr. Robert Ferguson [Member] | January 27, 2019 [Member] | ||||||||||||||
Stock Option shall become exercisable | 30,000 | 30,000 | ||||||||||||
Number of gallons | gallons | 2,000 | 2,000 | ||||||||||||
Mr. Robert Ferguson [Member] | January 27, 2021 [Member] | ||||||||||||||
Stock Option shall become exercisable | 60,000 | 60,000 | ||||||||||||
Number of gallons | gallons | 50,000 | 50,000 | ||||||||||||
2017 Stock Option Plan [Member] | ||||||||||||||
Stock options, expiration period | 10 years | |||||||||||||
Fair market value of shares, granted percentage | 1.10 | |||||||||||||
Fair market value of shares, granted description | The exercise price of any ISO granted under the 2017 Plan to an individual who is not a 10% stockholder at the time of the grant shall not be less than the fair market value of the shares at the time of the grant, and the exercise price of any incentive stock option granted to a 10% stockholder shall not be less than 110% of the fair market value at the time of grant. | |||||||||||||
2017 Stock Option Plan [Member] | Ten Percent Stockholder [Member] | ||||||||||||||
Stock options, expiration period | 5 years | |||||||||||||
2017 Stock Option Plan [Member] | Mr. Robert Ferguson [Member] | ||||||||||||||
Number of stock option shares | 100,000 | |||||||||||||
Common stock exercise price per share | $ / shares | $ 3.65 | $ 3.65 | ||||||||||||
2017 Stock Option Plan [Member] | Non-qualified Stock Options and Incentive Stock Options [Member] | ||||||||||||||
Gross number of shares available for issuance under the plan | 540,000 | 540,000 | ||||||||||||
2017 Stock Option Plan [Member] | Incentive Stock Options [Member] | ||||||||||||||
Stock options granted contractual term | 6 years | |||||||||||||
Stock options granted vesting period | 5 years | |||||||||||||
Stock options, grants in period, exercise price | $ / shares | $ 3.65 | |||||||||||||
2017 Stock Option Plan [Member] | Incentive Stock Options [Member] | Louis F. Centofanti [Member] | ||||||||||||||
Number of stock option shares | 50,000 | |||||||||||||
2017 Stock Option Plan [Member] | Incentive Stock Options [Member] | Mr. Mark Duff [Member] | ||||||||||||||
Number of stock option shares | 100,000 | |||||||||||||
2017 Stock Option Plan [Member] | Incentive Stock Options [Member] | Mr. Ben Naccarato [Member] | ||||||||||||||
Number of stock option shares | 50,000 | |||||||||||||
2010 Stock Option Plan [Member] | ||||||||||||||
Shares remaining available for issuance | 140,000 | 140,000 | ||||||||||||
Outstanding stock options issued and unexercised | 60,000 | 60,000 | ||||||||||||
2010 Stock Option Plan [Member] | Incentive Stock Options [Member] | Mr. Mark Duff [Member] | ||||||||||||||
Number of stock option shares | 50,000 | |||||||||||||
Stock options granted contractual term | 6 years | |||||||||||||
Stock options granted vesting period | 3 years | |||||||||||||
Stock options, grants in period, exercise price | $ / shares | $ 3.97 | |||||||||||||
2003 Outside Directors Stock Plan [Member] | ||||||||||||||
Shares remaining available for issuance | 99,868 | 99,868 | ||||||||||||
Number of additional shares authorized | 300,000 | |||||||||||||
Allocated share-based compensation expense | $ | $ 175 | |||||||||||||
Stock issued during period, shares, issued for services | 44,545 | |||||||||||||
2003 Outside Directors Stock Plan [Member] | Non-qualified Stock Options [Member] | Director [Member] | ||||||||||||||
Number of stock option shares | 12,000 | 6,000 | 12,000 | |||||||||||
Stock options granted contractual term | 10 years | 10 years | 10 years | |||||||||||
Stock options granted vesting period | 180 days | 180 days | 6 months | |||||||||||
Stock options, grants in period, exercise price | $ / shares | $ 3.55 | $ 3.79 | $ 4.60 | |||||||||||
[1] | Options with exercise prices ranging from $2.79 to $13.35 | |||||||||||||
[2] | Options with exercise prices ranging from $2.79 to $14.75 |
Capital Stock, Stock Plans an34
Capital Stock, Stock Plans and Stock-based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - $ / shares | Jul. 27, 2017 | Jan. 13, 2017 | Jul. 28, 2016 | May 15, 2016 | Sep. 30, 2017 | |
Risk -free interest rate | 2.12% | |||||
Dividend yield | ||||||
Expected option life (Year) | 6 years 9 months 18 days | |||||
Employee Stock Option Granted [Member] | ||||||
Weighted-average fair value per option (in dollars per share) | $ 1.88 | $ 2 | ||||
Risk -free interest rate | [1] | 1.98% | 1.27% | |||
Expected volatility of stock | [2] | 53.15% | 53.12% | |||
Dividend yield | ||||||
Expected option life (Year) | [3] | 6 years | 6 years | |||
Outside Director Stock Options Granted [Member] | ||||||
Weighted-average fair value per option (in dollars per share) | $ 2.48 | $ 2.63 | $ 3 | |||
Risk -free interest rate | [1] | 2.32% | 2.40% | 1.52% | ||
Expected volatility of stock | [2] | 57.21% | 56.32% | 55.99% | ||
Dividend yield | ||||||
Expected option life (Year) | [3] | 10 years | 10 years | 10 years | ||
[1] | The risk-free interest rate is based on the U.S. Treasury yield in effect at the grant date over the expected term of the option. | |||||
[2] | The expected volatility is based on historical volatility from our traded Common Stock over the expected term of the option. | |||||
[3] | The expected option life is based on historical exercises and post-vesting data. |
Capital Stock, Stock Plans an35
Capital Stock, Stock Plans and Stock-based Compensation - Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Allocated stock-based compensation | $ 34 | $ 25 | $ 75 | $ 69 |
Employee Stock Options [Member] | ||||
Allocated stock-based compensation | 22 | 12 | 43 | 42 |
Director Stock Options [Member] | ||||
Allocated stock-based compensation | $ 12 | $ 13 | $ 32 | $ 27 |
Capital Stock, Stock Plans an36
Capital Stock, Stock Plans and Stock-based Compensation - Schedule of Stock Options Roll Forward (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Shares options outstanding beginning | 247,200 | 218,200 | ||
Shares options granted | 318,000 | 62,000 | ||
Shares options exercised | ||||
Shares options forfeited/expired | (50,400) | (33,000) | ||
Shares options outstanding ending | 514,800 | [1] | 247,200 | [2] |
Shares options exercisable | 169,467 | [1] | 181,867 | [2] |
Shares options exercisable and expected to be vested | 514,800 | 239,750 | ||
Weighted average exercise price options outstanding beginning | $ 6.69 | $ 7.65 | ||
Weighted average exercise price options granted | 3.65 | 4.09 | ||
Weighted average exercise price options exercised | ||||
Weighted average exercise price options forfeited/expired | 8.95 | 8.14 | ||
Weighted average exercise price options outstanding ending | 4.59 | [1] | 6.69 | [2] |
Weighted average exercise price options exercisable | 6.45 | [1] | 7.61 | [2] |
Weighted average exercise price options exercisable and expected to be vested | $ 4.59 | $ 6.78 | ||
Weighted average remaining contractual term outstanding | 5 years 8 months 12 days | [1] | 4 years 7 months 6 days | [2] |
Weighted average remaining contractual term exercisable | 4 years 9 months 18 days | [1] | 4 years | [2] |
Weighted average remaining contractual term exercisable and expected to be vested | 5 years 8 months 12 days | 4 years 7 months 6 days | ||
Aggregate intrinsic value options outstanding | $ 65,490 | $ 126,267 | ||
Aggregate intrinsic value options exercisable | 17,490 | 69,516 | ||
Aggregate intrinsic value options exercisable and expected to be vested | $ 65,490 | $ 118,542 | ||
[1] | Options with exercise prices ranging from $2.79 to $13.35 | |||
[2] | Options with exercise prices ranging from $2.79 to $14.75 |
Capital Stock, Stock Plans an37
Capital Stock, Stock Plans and Stock-based Compensation - Schedule of Stock Options Roll Forward (Details) (Parenthetical) - $ / shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock option exercise price per share lower limit | $ 2.79 | $ 2.79 |
Stock option exercise price per share upper limit | $ 13.35 | $ 14.75 |
(Loss) Income Per Share - Sched
(Loss) Income Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Loss from continuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders | $ (1,899,000) | $ (1,365,000) | $ (3,504,000) | $ (13,008,000) |
Loss from discontinuing operations attributable to Perma-Fix Environmental Services, Inc. common stockholders | (145,000) | (191,000) | (436,000) | (622,000) |
Net loss attributable to Perma-Fix Environmental Services, Inc. common stockholders | $ (2,044,000) | $ (1,556,000) | $ (3,940,000) | $ (13,630,000) |
Basic loss per share attributable to Perma-Fix Environmental Services, Inc. common stockholders | $ (0.17) | $ (0.13) | $ (0.34) | $ (1.18) |
Diluted loss per share attributable to Perma-Fix Environmental Services, Inc. common stockholders | $ (0.17) | $ (0.13) | $ (0.34) | $ (1.18) |
Basic weighted average shares outstanding | 11,714,000 | 11,632,000 | 11,698,000 | 11,588,000 |
Add: dilutive effect of stock options | ||||
Add: dilutive effect of warrants | ||||
Diluted weighted average shares outstanding | 11,714,000 | 11,632,000 | 11,698,000 | 11,588,000 |
Potential shares excluded from above weighted average share calculation due to their anti-dilutive effect include: Stock options | 185,000 | 98,000 | 497,000 | 150,000 |
Long-term Debt (Details Narrati
Long-term Debt (Details Narrative) - USD ($) | Apr. 01, 2016 | Oct. 31, 2011 | Sep. 30, 2017 | Dec. 31, 2016 | |
Term Loan [Member] | |||||
Debt maturity date | Mar. 24, 2021 | Mar. 24, 2021 | |||
Long-term debt | [1],[2],[3] | $ 4,143,000 | $ 5,030,000 | ||
Debt instrument, periodic payment, principal | $ 190,000 | 102,000 | $ 102,000 | ||
Term Loan [Member] | PNC Bank [Member] | |||||
Number of years used to determine monthly payment on term loan | 7 years | ||||
Amended Loan Agreement [Member] | Term Loan [Member] | PNC Bank [Member] | Prime Rate [Member] | |||||
Debt instrument, basis spread on variable rate | 2.50% | ||||
Amended Loan Agreement [Member] | Term Loan [Member] | PNC Bank [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt instrument, basis spread on variable rate | 3.50% | ||||
Revised Loan Agreement [Member] | PNC Bank [Member] | |||||
Debt instrument, termination notice | 90 days | ||||
Revised Loan Agreement [Member] | PNC Bank [Member] | On or Before March 23, 2017 [Member] | |||||
Debt instrument percentage of total financing to be paid upon early retirement of debt obligations | 1.00% | ||||
Revised Loan Agreement [Member] | PNC Bank [Member] | After March 23, 2017 But Prior to or on March 23, 2018 [Member] | |||||
Debt instrument percentage of total financing to be paid upon early retirement of debt obligations | 0.50% | ||||
Revised Loan Agreement [Member] | PNC Bank [Member] | After March 23, 2018 But Prior to or on March 23, 2019 [Member] | |||||
Debt instrument percentage of total financing to be paid upon early retirement of debt obligations | 0.25% | ||||
Revised Loan Agreement [Member] | PNC Bank [Member] | After March 23, 2019 [Member] | |||||
Debt instrument percentage of total financing to be paid upon early retirement of debt obligations | 0.00% | ||||
Revised Loan Agreement [Member] | Term Loan [Member] | PNC Bank [Member] | |||||
Long-term debt | $ 6,100,000 | ||||
Debt instrument, periodic payment, principal | $ 101,600 | ||||
Amendment to the Revised Loan Agreement [Member] | PNC Bank [Member] | |||||
Line of credit facility reduction, additional reduction | 750,000 | ||||
Revolving Credit Facility [Member] | PNC Bank [Member] | |||||
Line of credit facility, remaining borrowing capacity | 4,257,000 | ||||
Line of credit facility reduction | $ 2,000,000 | ||||
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | PNC Bank [Member] | |||||
Debt maturity date | Mar. 24, 2021 | ||||
Line of credit facility, maximum borrowing capacity | $ 12,000,000 | ||||
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | PNC Bank [Member] | Prime Rate [Member] | |||||
Debt instrument, basis spread on variable rate | 2.00% | 4.25% | |||
Revolving Credit Facility [Member] | Amended Loan Agreement [Member] | PNC Bank [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt instrument, basis spread on variable rate | 3.00% | ||||
[1] | Net of debt issuance costs of ($124,000) and ($151,000) at September 30, 2017 and December 31, 2016, respectively. | ||||
[2] | Our revolving credit facility is collateralized by our accounts receivable and our term loan is collateralized by our property and equipment. | ||||
[3] | Prior to April 1, 2016, the monthly installment payment under the term loan was approximately $190,000. |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Total debt | $ 4,143 | $ 8,833 | |
Less current portion of long-term debt | 1,184 | 1,184 | |
Long-term debt | 2,959 | 7,649 | |
Revolving Credit [Member] | |||
Long-term debt | [1] | 3,803 | |
Term Loan [Member] | |||
Long-term debt | [1],[2],[3] | $ 4,143 | $ 5,030 |
[1] | Our revolving credit facility is collateralized by our accounts receivable and our term loan is collateralized by our property and equipment. | ||
[2] | Net of debt issuance costs of ($124,000) and ($151,000) at September 30, 2017 and December 31, 2016, respectively. | ||
[3] | Prior to April 1, 2016, the monthly installment payment under the term loan was approximately $190,000. |
Long-term Debt - Schedule of 41
Long-term Debt - Schedule of Long-term Debt (Details) (Parenthetical) - USD ($) $ in Thousands | Apr. 01, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Debt issuance costs net | $ (124) | $ (151) | |
Revolving Credit [Member] | |||
Debt due date | Mar. 24, 2021 | Mar. 24, 2021 | |
Effective interest rate | 4.20% | ||
Term Loan [Member] | |||
Debt due date | Mar. 24, 2021 | Mar. 24, 2021 | |
Effective interest rate | 4.50% | ||
Principal amount | $ 190 | $ 102 | $ 102 |
East Tennessee Materials and 42
East Tennessee Materials and Energy Corporation (“M&EC”) (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Tangible asset impairment charges | $ 672 | $ 672 | $ 1,816 | ||
Accrued closure costs - current | 2,927 | 2,927 | $ 2,177 | ||
Long-term closure liabilities | 4,297 | 4,297 | 5,138 | ||
Adjustment to closure liability | 550 | ||||
Revenue, net | 11,758 | 12,921 | $ 37,179 | 37,768 | |
M&EC [Member] | |||||
Lease term | Jan. 21, 2018 | ||||
Tangible asset impairment charges | 672 | $ 672 | 1,816 | ||
Accrued closure costs - current | 2,927 | 2,927 | |||
Long-term closure liabilities | $ 881 | ||||
Adjustment to closure liability | 550 | 550 | |||
Revenue, net | $ 578 | $ 703 | $ 5,650 | $ 3,458 |
East Tennessee Materials and 43
East Tennessee Materials and Energy Corporation (“M&EC”) - Schedule of Change in Asset Retirement Obligation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Asset Retirement Obligation Disclosure [Abstract] | |
Balance | $ 3,058 |
Accretion expense | 149 |
Adjustment to closure liability | 550 |
Payments | (830) |
Balance | $ 2,927 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May 01, 2017 | Sep. 30, 2003 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Interest income, other | $ 34,000 | $ 31,000 | $ 105,000 | $ 78,000 | |||
Letters of credit outstanding, amount | 2,675,000 | 2,675,000 | |||||
Bond outstanding | 8,253,000 | 8,253,000 | |||||
Amendment to the Revised Loan Agreement [Member] | PNC Bank [Member] | |||||||
Line of credit facility reduction, additional reduction | 750,000 | ||||||
Perma-Fix Northwest Richland, Inc [Member] | Standby Letter of Credit for New Bonding Mechanism [Member] | |||||||
Debt instrument, collateral amount | 2,500,000 | 2,500,000 | |||||
American International Group, Inc [Member] | |||||||
Period of finite risk insurance policy | 25 years | ||||||
Maximum allowable coverage of insurance policy | 39,000,000 | 39,000,000 | |||||
Financial assurance coverage amount under insurance policy | 29,473,000 | 29,473,000 | |||||
Sinking fund related to insurance policy | 15,642,000 | 15,642,000 | $ 15,546,000 | ||||
Interest earned on sinking fund | 1,171,000 | 1,171,000 | 1,075,000 | ||||
Interest income, other | $ 35,000 | 24,000 | $ 96,000 | 62,000 | |||
Insurers obligation to entity on termination of contract | 100.00% | 100.00% | |||||
American International Group, Inc [Member] | Perma-Fix Northwest Richland, Inc [Member] | |||||||
Interest income, other | $ 2,000 | $ 7,000 | $ 10,000 | $ 14,000 | |||
Interest earned on sinking fund under second insurance policy | 241,000 | ||||||
Release of the sinking fund related to second the insurance policy | $ 5,951,000 | ||||||
American International Group, Inc [Member] | Perma-Fix Northwest Richland, Inc [Member] | Credit Facility Secured by a Bond [Member] | |||||||
Financial assurance coverage amount under a bond | $ 7,000,000 | $ 7,000,000 | |||||
American International Group, Inc [Member] | Other Noncurrent Assets [Member] | Perma-Fix Northwest Richland, Inc [Member] | |||||||
Sinking fund related to second insurance policy | $ 5,941,000 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
May 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | May 31, 2016 | |
Loss from discontinued operations | $ 145,000 | $ 191,000 | $ 436,000 | $ 622,000 | ||
Tax effect of discontinued operation | 0 | $ 0 | 0 | $ 0 | ||
Perma-Fix of Michigan, Inc. [Member] | ||||||
Disposal group, including discontinued operation, consideration, after closing | $ 375,000 | |||||
Disposal group, including discontinued operation, consideration, installment payment | $ 7,250 | |||||
Disposal group, including discontinued operation, consideration, remaining balance | 286,000 | 286,000 | ||||
Perma-Fix of Michigan, Inc. [Member] | Current Assets Related to Discontinued Operations [Member] | ||||||
Disposal group, including discontinued operation, consideration, remaining balance | 72,000 | 72,000 | ||||
Perma-Fix of Michigan, Inc. [Member] | Other Assets Related to Discontinued Operations [Member] | ||||||
Disposal group, including discontinued operation, consideration, remaining balance | $ 214,000 | $ 214,000 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Disposal Groups, Including Discontinued Operation Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Other assets | $ 96 | $ 85 | |
Total current assets | 96 | 85 | |
Property, plant and equipment, net | [1] | 81 | 81 |
Other assets | 214 | 268 | |
Total long-term assets | 295 | 349 | |
Total assets | 391 | 434 | |
Accounts payable | 38 | 13 | |
Accrued expenses and other liabilities | 260 | 268 | |
Environmental liabilities | 296 | 677 | |
Total current liabilities | 594 | 958 | |
Closure liabilities | 118 | 113 | |
Environmental liabilities | 587 | 248 | |
Total long-term liabilities | 705 | 361 | |
Total liabilities | $ 1,299 | $ 1,319 | |
[1] | net of accumulated depreciation of $10,000 for each period presented. |
Discontinued Operations - Sch47
Discontinued Operations - Schedule of Disposal Groups, Including Discontinued Operation Balance Sheet (Details) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accumulated depreciation | $ 56,399 | $ 53,323 |
Not Held for Sale [Member] | ||
Accumulated depreciation | $ 10 | $ 10 |
Operating Segments - Schedule o
Operating Segments - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||||
Revenue from external customers | $ 11,758 | $ 12,921 | $ 37,179 | $ 37,768 | ||||
Intercompany revenues | ||||||||
Gross profit | 1,745 | 1,807 | 6,817 | 3,657 | ||||
Research and development | 293 | 441 | 1,300 | 1,570 | ||||
Interest income | 34 | 31 | 105 | 78 | ||||
Interest expense | (59) | (101) | (249) | (377) | ||||
Interest expense-financing fees | (9) | (14) | (27) | (99) | ||||
Depreciation and amortization | 1,107 | 1,189 | 3,394 | 2,986 | ||||
Segment income (loss) before income taxes | (1,906) | (1,463) | (3,660) | (16,573) | ||||
Income tax expense (benefit) | 71 | 37 | 218 | (3,093) | ||||
Segment income (loss) | (1,977) | (1,500) | (3,878) | (13,480) | ||||
Expenditures for segment assets | 84 | 76 | 200 | 104 | ||||
Treatment [Member] | ||||||||
Revenue from external customers | 9,355 | 7,643 | 29,019 | 22,832 | ||||
Intercompany revenues | 77 | 28 | 191 | 38 | ||||
Gross profit | 1,613 | 837 | 6,474 | 1,280 | ||||
Research and development | 96 | 95 | 339 | 321 | ||||
Interest income | 3 | |||||||
Interest expense | (1) | (2) | (27) | (19) | ||||
Interest expense-financing fees | ||||||||
Depreciation and amortization | 964 | 1,019 | 2,960 | 2,437 | ||||
Segment income (loss) before income taxes | 40 | [1] | (90) | 2,880 | [1] | (11,895) | [2] | |
Income tax expense (benefit) | 70 | 35 | 215 | (3,095) | [2] | |||
Segment income (loss) | (30) | (125) | 2,665 | (8,800) | ||||
Expenditures for segment assets | 81 | 63 | 188 | 86 | ||||
Services [Member] | ||||||||
Revenue from external customers | 2,403 | 5,278 | 8,160 | 14,936 | ||||
Intercompany revenues | 10 | 8 | 21 | 23 | ||||
Gross profit | 132 | 970 | 343 | 2,377 | ||||
Research and development | 4 | 38 | ||||||
Interest income | ||||||||
Interest expense | (1) | (2) | (2) | (2) | ||||
Interest expense-financing fees | ||||||||
Depreciation and amortization | 134 | 161 | 405 | 482 | ||||
Segment income (loss) before income taxes | (478) | 360 | (1,738) | 682 | ||||
Income tax expense (benefit) | ||||||||
Segment income (loss) | (478) | 360 | (1,738) | 682 | ||||
Expenditures for segment assets | 3 | 13 | 12 | 17 | ||||
Medical [Member] | ||||||||
Revenue from external customers | ||||||||
Intercompany revenues | ||||||||
Gross profit | ||||||||
Research and development | 197 | 342 | 947 | 1,196 | ||||
Interest income | ||||||||
Interest expense | ||||||||
Interest expense-financing fees | ||||||||
Depreciation and amortization | ||||||||
Segment income (loss) before income taxes | (197) | (342) | (947) | (1,196) | ||||
Income tax expense (benefit) | ||||||||
Segment income (loss) | (197) | (342) | (947) | (1,196) | ||||
Expenditures for segment assets | 1 | |||||||
Segments Total [Member] | ||||||||
Revenue from external customers | 11,758 | 12,921 | 37,179 | 37,768 | ||||
Intercompany revenues | 87 | 36 | 212 | 61 | ||||
Gross profit | 1,745 | 1,807 | 6,817 | 3,657 | ||||
Research and development | 293 | 441 | 1,286 | 1,555 | ||||
Interest income | 3 | |||||||
Interest expense | (2) | (4) | (29) | (21) | ||||
Interest expense-financing fees | ||||||||
Depreciation and amortization | 1,098 | 1,180 | 3,365 | 2,919 | ||||
Segment income (loss) before income taxes | (635) | (72) | 195 | (12,409) | ||||
Income tax expense (benefit) | 70 | 35 | 215 | (3,095) | ||||
Segment income (loss) | (705) | (107) | (20) | (9,314) | ||||
Expenditures for segment assets | 84 | 76 | 200 | 104 | ||||
Corporate [Member] | ||||||||
Revenue from external customers | [3] | |||||||
Intercompany revenues | [3] | |||||||
Gross profit | [3] | |||||||
Research and development | [3] | 14 | 15 | |||||
Interest income | 34 | 31 | 105 | 75 | ||||
Interest expense | [3] | (57) | (97) | (220) | (356) | |||
Interest expense-financing fees | [3] | (9) | (14) | (27) | (99) | |||
Depreciation and amortization | [3] | 9 | 9 | 29 | 67 | |||
Segment income (loss) before income taxes | [3] | (1,271) | (1,391) | (3,855) | (4,164) | |||
Income tax expense (benefit) | [3] | 1 | 2 | 3 | 2 | |||
Segment income (loss) | [3] | (1,272) | (1,393) | (3,858) | (4,166) | |||
Expenditures for segment assets | [3] | |||||||
[1] | Amounts include tangible asset impairment loss of $672,000 for the Company's M&EC subsidiary (see "Note 7 - East Tennessee Materials and Energy Corporation ("M&EC")"). | |||||||
[2] | Amounts include tangible and intangible asset impairment losses of $1,816,000 and $8,288,000, respectively for the Company's M&EC subsidiary. Also includes a tax benefit of approximately $3,203,000 recorded resulting from the intangible impairment loss recorded for our M&EC subsidiary. | |||||||
[3] | Amounts reflect the activity for corporate headquarters not included in the segment information. |
Operating Segments - Schedule49
Operating Segments - Schedule of Segment Reporting Information (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Tangible asset impairment charges | $ 672 | $ 672 | $ 1,816 | |
Impairment of intangible assets | 8,288 | |||
Income tax expense (benefit) | 71 | $ 37 | 218 | (3,093) |
M&EC [Member] | ||||
Tangible asset impairment charges | $ 672 | $ 672 | 1,816 | |
Impairment of intangible assets | 8,288 | |||
Income tax expense (benefit) | $ 3,203 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income tax expense (benefit) | $ 71 | $ 37 | $ 218 | $ (3,093) |
Effective income tax rate reconciliation, percent | 3.70% | 2.50% | 6.00% | (18.70%) |
M&EC [Member] | ||||
Income tax expense (benefit) | $ 3,203 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Sep. 08, 2017 | Jul. 27, 2017 |
Mr. Mark Duff [Member] | ||
Employment agreement, description | The Company had previously entered into an employment agreement with each of Dr. Louis Centofanti and Ben Naccarato on July 10, 2014 which both employment agreements are due to expire on July 10, 2018, as amended (the July 10, 2014 Employment Agreements). The Company also had previously entered into an employment agreement dated January 19, 2017 (which was effective June 11, 2016) with Mark Duff which is due to expire on June 11, 2019 (the January 19, 2017 Employment Agreement). The July 10, 2014 Employment Agreements and the January 19, 2017 Employment Agreement were terminated effective September 8, 2017. | |
Compensation | $ 267,000 | |
Dr. Louis Centofanti [Member] | ||
Compensation | 223,400 | |
Ben Naccarato [Member] | ||
Compensation | $ 229,494 | |
Robert L. Ferguson [Member] | Maximum [Member] | ||
Number of option granted for purchase | 100,000 |