A Nuclear Services and Waste Management Company
8302 Dunwoody Place, Suite 250 / Atlanta, Georgia 30350
P 770-587-9898 / F 770-587-9937
w w w . p e r m a - f i x . c o m
P
E
R
M
A
-
F
I
X
E
N
V
I
R
O
N
M
E
N
T
A
L
S
E
R
V
I
C
E
S
,
I
N
C
.
2
0
1
6
A
N
N
U
A
L
R
E
P
O
R
T
N U C L E A R
T EC H N IC A L
WA S T E
2016 ANNUAL REPORTA Nuclear Services and Waste Management Company
Despite the challenges we faced in 2016, we achieved
Our balance sheet is now in the strongest position we have
$575,000 of adjusted EBITDA.* Importantly, we saw large
been in for a long time. In addition to our positive cash flow, we
number of shipments throughout 2016 that were delayed,
recently freed up $5.9 million of cash by replacing the closure
and unanticipated spending constraints at the federal level
policy at our Perma-Fix Northwest Richland facility with a new
leading up to the election. This was not unique to us, as it
bonding mechanism. We used this cash to pay off our revolv-
affected our peers as well. Even though government budgets
ing line of credit and for general working capital purposes.
were not reduced, work programs were delayed in most
Looking ahead, given the return to growth, improved
cases until after the election.
liquidity, and the strength of our balance sheet, we believe the
As expected, waste shipments immediately picked back
Company is well positioned moving forward. We are also
up after the election and our fourth quarter 2016 produced $1.9
encouraged by the approved 2017 budgets within the Depart-
mil lion of adjusted EBITDA.* We have also resumed bidding on
ment of Energy’s (“DOE”) Office of Environmental Management,
a wide array of service contracts and expect significant improve-
which oversees the remediation of nuclear waste at the vari-
ment in 2017 for both our Treatment and Services Segments.
ous DOE sites around the country. The current budget for 2017
The improvement was evident in the first quarter of 2017
is more than $6 billion, a significant increase over last year.
as revenue increased 27% to $12.7 million, and we achieved
We would like to thank our shareholders, employees and
$835,000 of adjusted EBITDA,* an increase of $3.1 million from
Board of Directors for their ongoing support. We will keep
the same period last year. We achieved these results despite
you apprised of our progress as developments unfold at
the fact the first quarter is typically our seasonally weakest
the Company.
period, and we are now heading into our stronger quarters.
Within our Treatment Segment, we experienced a 33%
year-over-year increase in sales during the first quarter of
Sincerely,
2017, and we expect this trend to continue during 2017 as evi-
denced by the improvement in our backlog.
Within the Services Segment, we continue growing our
sales pipeline. We are also focused on improving our win ratio
Dr. Louis F. Centofanti
as a result of the recent initiatives we have put in place.
President and Chief Executive Officer
At the same time, we continue to carefully manage
expenses and identify new areas for cost savings. We are on
track to complete the closure of our East Tennessee Materials
* See definition of adjusted EBITDA and reconcilement of the
and Energy Corporation (“M&EC”) facility by January 2018,
adjusted EBITDA numbers to (loss) income from continuing
after which we believe we will save an estimated $4 to $5 million
operations under GAAP and discussion of forward-looking
in fixed costs annually.
statements in the “Corporate Information” section.
TO OUR VALUED SHAREHOLDERS, UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
[ ]
For the fiscal year ended December 31, 2016
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 1-11596
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware
State or other jurisdiction
of incorporation or organization
8302 Dunwoody Place, #250, Atlanta, GA
(Address of principal executive offices)
58-1954497
(IRS Employer Identification Number)
30350
(Zip Code)
(770) 587-9898
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $.001 Par Value
NASDAQ Capital Markets
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No X
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No X
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such files).
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to
the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of "large accelerated filer,” “accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer (cid:1) Accelerated Filer (cid:1) Non-accelerated Filer (cid:1) Smaller reporting company (cid:2)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes No X
The aggregate market value of the Registrant's voting and non-voting common equity held by nonaffiliates of the Registrant computed by reference
to the closing sale price of such stock as reported by NASDAQ as of the last business day of the most recently completed second fiscal quarter (June
30, 2016), was approximately $54,307,000. For the purposes of this calculation, all directors of the Registrant (as indicated in Item 12) are deemed
to be affiliates. Such determination should not be deemed an admission that such directors, are, in fact, affiliates of the Registrant. The Company's
Common Stock is listed on the NASDAQ Capital Markets.
As of March 17, 2017, there were 11,681,349 shares of the registrant's Common Stock, $.001 par value, outstanding.
Documents incorporated by reference: None
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
INDEX
Page No.
PART I
Item 1.
Business ................................................................................................................................... 1
Item 1A.
Risk Factors ............................................................................................................................. 7
Item 1B.
Unresolved Staff Comments .................................................................................................... 17
Item 2.
Properties ................................................................................................................................. 17
Item 3.
Legal Proceedings .................................................................................................................... 18
Item 4.
Mine Safety Disclosure ............................................................................................................ 18
PART II
Item 5.
Market for Registrant’s Common Equity and Related Stockholder Matters .......................... 18
Item 6.
Selected Financial Data .......................................................................................................... 19
Item 7.
Management's Discussion and Analysis of Financial Condition
And Results of Operations ..................................................................................................... 19
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk ................................................ 35
Special Note Regarding Forward-Looking Statements........................................................... 35
Item 8.
Financial Statements and Supplementary Data ....................................................................... 38
Item 9.
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ..................................................................................... 75
Item 9A.
Controls and Procedures ........................................................................................................ 75
Item 9B.
Other Information .................................................................................................................. 76
PART III
Item 10.
Directors, Executive Officers and Corporate Governance ...................................................... 76
Item 11.
Executive Compensation ........................................................................................................ 85
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters ................................................................................................................ 104
Item 13.
Certain Relationships and Related Transactions, and Director Independence ........................ 106
Item 14.
Principal Accountant Fees and Services ................................................................................. 109
PART IV
Item 15.
Exhibits and Financial Statement Schedules ...................................................................... …109
PART I
ITEM 1. BUSINESS
Company Overview and Principal Products and Services
Perma-Fix Environmental Services, Inc. (the Company, which may be referred to as we, us, or our), a
Delaware corporation incorporated in December of 1990, is an environmental and environmental
technology know-how company.
We have grown through acquisitions and internal growth. Our goal is to continue to focus on the efficient
operation of our facilities and on-site activities, to continue to evaluate strategic acquisitions, to continue the
research and development (“R&D”) of innovative technologies to expand company service offering and to
treat nuclear waste, mixed waste, and industrial waste. The Company continues to focus on expansion into
both commercial and international markets to help offset the uncertainties of government spending in the
USA, from which a significant portion of the Company’s revenue is derived. This includes new services,
new customers and increased market share in our current markets.
Additionally, our goal is for our majority-owned subsidiary, Perma-Fix Medical S.A. and its wholly-owned
subsidiary, Perma-Fix Medical Corporation (“PFM Corporation” – a Delaware corporation) (together
known as “PF Medical” or our “Medical Segment), to raise the necessary substantial capital to continue its
R&D activities in order to pursue commercialization of its medical isotope production technology (see
“Medical Segment” below for further information in connection with this segment).
Segment Information and Foreign and Domestic Operations and Sales
The Company has three reportable segments. In accordance with Financial Accounting Standards Board
(“FASB”) ASC 280, “Segment Reporting”, we define an operating segment as:
a business activity from which we may earn revenue and incur expenses;
•
• whose operating results are regularly reviewed by the chief operating decision maker “(CODM”) to
make decisions about resources to be allocated and assess its performance; and
for which discrete financial information is available
•
TREATMENT SEGMENT reporting includes:
-
nuclear, low-level radioactive, mixed (waste containing both hazardous and low-level radioactive
waste), hazardous and non-hazardous waste treatment, processing and disposal services primarily
through four uniquely licensed (Nuclear Regulatory Commission or state equivalent) and permitted
(U.S. Environmental Protection Agency (“EPA”) or state equivalent) treatment and storage facilities
held by the following subsidiaries: Perma-Fix of Florida, Inc. (“PFF”), Diversified Scientific
Services, Inc., (“DSSI”), Perma-Fix Northwest Richland, Inc. (“PFNWR”), and East Tennessee
Materials & Energy Corporation (“M&EC”) (see below for information regarding the pending shut
down of the M&EC facility). The presence of nuclear and low-level radioactive constituents within
the waste streams processed by this segment creates different and unique operational, processing
and permitting/licensing requirements; and
- R&D activities to identify, develop and implement innovative waste processing techniques for
problematic waste streams.
During the second quarter of 2016, the Company’s M&EC subsidiary was notified by the lessor that the
lease agreement under which M&EC currently operates its Oak Ridge, Tennessee facility would not be
renewed at the end of the current lease term ending January 21, 2018. In light of this event and our strategic
review of operations within our Treatment Segment, the Company is proceeding with a plan to shut down
the M&EC facility at the end of the lease term. Operations at the M&EC facility are continuing during the
remaining term of the lease and the facility has begun the process of transitioning waste shipments and
operational capabilities to our other Treatment Segment facilities, subject to customer requirements and
regulatory approvals. Simultaneously, the Company has begun required clean-up/maintenance procedures at
1
M&EC’s Oak Ridge, Tennessee facility in accordance with M&EC’s Resource Conservation and Recovery
Act (“RCRA”) permit requirements.
For 2016, the Treatment Segment accounted for $32,253,000 or 63.0% of total revenue, as compared to
$41,318,000 or 66.2% of total revenue for 2015. See “– Dependence Upon a Single or Few Customers” for
further details and a discussion as to our Segments’ contracts with the federal government or with others as
a subcontractor to the federal government.
SERVICES SEGMENT reporting 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
o
installations using advanced methods, technology and engineering;
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;
and
o global technical services providing consulting, engineering, project management, waste
management, environmental, decontamination and decommissioning (“D&D”) field,
technical, and management personnel and services to commercial and government
customers;
- Nuclear services, which include:
o
o
technology-based services including engineering, D&D, specialty services and construction,
logistics, transportation, processing and disposal;
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;
-
For 2016, the Services Segment accounted for $18,966,000 or 37.0% of total revenue, as compared to
$21,065,000 or 33.8% of total revenue for 2015. See “ – Dependence Upon a Single or Few Customers”
for further details and a discussion as to our Segments’ contracts with the federal government or with others
as a subcontractor to the federal government
MEDICAL SEGMENT reporting includes: R&D costs for the new medical isotope production technology
from our majority-owned Polish subsidiary (of which we own approximately 60.5% at December 31, 2016),
PF Medical. The Medical Segment has not generated any revenue as it has been primarily in the R&D stage.
R&D costs consist primarily of employee salaries and benefits, laboratory costs, third party fees, and other
related costs associated with the development of new technology. During 2016, our Medical Segment
continued to commit significant resources to the R&D of its medical isotope production technology in
attempt to pursue obtaining required governmental approvals from the U.S. Food and Drug Administration
(“FDA”) and other regulatory agencies to commercialize this technology. During the latter part of 2016, our
Medical Segment ceased a substantial portion of its R&D activities due to the need for substantial capital to
fund such activities. We anticipate that our Medical Segment will not restart its full scale R&D activities
until it obtains the necessary funding. The Medical Segment has entered into a letter of intent (“LOI”) to
raise such funding which is subject to completion and execution of a definitive agreement. Although the
LOI has expired, the parties to the LOI are continuing to negotiate definitive agreements as of the date of
this report. (see “Part II – Item 7 - Management’s Discussion and Analysis of Financial Condition –
2
Liquidity and Capital Resources – Financing Activities” for a further discussion of this proposed
transaction).
Our Treatment and Services Segments provide services to research institutions, commercial companies,
public utilities, and governmental agencies nationwide, including the U.S. Department of Energy (“DOE”)
and U.S. Department of Defense (“DOD”). The distribution channels for our services are through direct
sales to customers or via intermediaries.
Our corporate office is located at 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350.
Foreign Revenue
Our consolidated revenue for 2016 and 2015 included approximately $139,000 or 0.3% and $199,000 or
0.3%, respectively, from our United Kingdom operation, Perma-Fix UK Limited (“PF UK Limited”).
Our consolidated revenue for 2016 and 2015 included approximately $262,000 or 0.5% and $279,000 or
0.4%, respectively, from customers located in Canada.
Importance of Patents, Trademarks and Proprietary Technology
We do not believe we are dependent on any particular trademark in order to operate our business or any
significant segment thereof. We have received registration to May 2022 and December 2020, for the service
marks “Perma-Fix Environmental Services” and “Perma-Fix”, respectively. In addition, we have received
registration for two service marks for our Safety & Ecology Holdings Corporation and its subsidiaries
(collectively known as “Safety and Ecology Corporation” or “SEC”) to periods ranging from 2017 to 2018.
We are active in the R&D of technologies that allow us to address certain of our customers' environmental
needs. To date, we have sixteen active patents and the filing of several applications for which patents are
pending. These sixteen active patents have remaining lives ranging from approximately three to seventeen
years. These active patents granted to the Company include an U.S and an international patent for new
technology for the production of radiological isotopes for certain types of medical applications; and which
have been licensed to PFM Corporation. These patents are effective through March 2032.
Permits and Licenses
Waste management service companies are subject to extensive, evolving and increasingly stringent federal,
state, and local environmental laws and regulations. Such federal, state and local environmental laws and
regulations govern our activities regarding the treatment, storage, processing, disposal and transportation of
hazardous, non-hazardous and radioactive wastes, and require us to obtain and maintain permits, licenses
and/or approvals in order to conduct certain of our waste activities. We are dependent on our permits and
licenses discussed below in order to operate our businesses. Failure to obtain and maintain our permits or
approvals would have a material adverse effect on us, our operations, and financial condition. The permits
and licenses have terms ranging from one to ten years, and provided that we maintain a reasonable level of
compliance, renew with minimal effort, and cost. We believe that these permit and license requirements
represent a potential barrier to entry for possible competitors.
PFF, located in Gainesville, Florida, operates its hazardous, mixed and low-level radioactive waste activities
under a RCRA Part B permit, Toxic Substances Control Act (“TSCA”) authorization, Restricted RX Drug
Distributor-Destruction license, and a radioactive materials license issued by the State of Florida.
DSSI, located in Kingston, Tennessee, conducts mixed and low-level radioactive waste storage and
treatment activities under RCRA Part B permits and a radioactive materials license issued by the State of
Tennessee Department of Environment and Conservation. Co-regulated TSCA Polychlorinated Biphenyl
(“PCB”) wastes are also managed for PCB destruction under the EPA Approval effective June 2008.
M&EC, located in Oak Ridge, Tennessee, performs hazardous, low-level radioactive and mixed waste
storage and treatment operations under a RCRA Part B permit and a radioactive materials license issued by
the State of Tennessee Department of Environment and Conservation. Co-regulated TSCA PCB wastes are
3
also managed under EPA Approvals applicable to site-specific treatment units. The Company is proceeding
with a plan to shut down the M&EC facility by January 2018 with closure activities underway. During the
second quarter of 2016, the Company fully impaired the permit value of approximately $8,288,000 for our
M&EC subsidiary. The permits at M&EC will be terminated upon completion of requirements pursuant to
M&EC’s closure plan.
PFNWR, located in Richland, Washington, operates a low-level radioactive waste processing facility as
well as a mixed waste processing facility. Radioactive material processing is authorized under radioactive
materials licenses issued by the State of Washington and mixed waste processing is additionally authorized
under a RCRA Part B permit with TSCA authorization issued jointly by the State of Washington and the
EPA.
The combination of a RCRA Part B hazardous waste permit, TSCA authorization, and a radioactive
materials license, as held by our Treatment Segment are very difficult to obtain for a single facility and
make these facilities unique.
Backlog
The Treatment Segment of our Company maintains a backlog of stored waste, which represents waste that
has not been processed. The backlog is principally a result of the timing and complexity of the waste being
brought into the facilities and the selling price per container. As of December 31, 2016, our Treatment
Segment had a backlog of approximately $5,250,000, as compared to approximately $4,698,000 as of
December 31, 2015. Additionally, the time it takes to process waste from the time it arrives may increase
due to the types and complexities of the waste we are currently receiving. We typically process our backlog
during periods of low waste receipts, which historically has been in the first or fourth quarters.
Dependence Upon a Single or Few Customers
Our Treatment and Services Segments have significant relationships with the federal government, and
continue to enter into contracts, directly as the prime contractor or indirectly for others as a subcontractor,
with the federal government. The contracts that we are a party to with the federal government or with
others as a subcontractor to the federal government generally provide that the government may terminate or
renegotiate the contracts on 30 days notice, at the government's election. Our inability to continue under
existing contracts that we have with the federal government (directly or indirectly as a subcontractor) could
have a material adverse effect on our operations and financial condition.
We performed services relating to waste generated by the federal government representing approximately
$27,354,000 or 53.4% of our total revenue during 2016, as compared to $36,105,000 or 57.9% of our total
revenue during 2015.
Revenue generated by one of the customers (PSC Metal, Inc.) (non-government related and excluded from
above) in the Services Segment accounted for approximately $9,763,000 or 19.1% of the total revenues
generated for the twelve months ended December 31, 2016. Project work for this customer commenced in
March 2016 and was completed in December 2016. Revenue generated by another customer (Prologis
Teterboro, LLC) (non-government related and excluded from above) in the Services Segment accounted for
$10,686,000 or 17.1% of the total revenues generated for the twelve months ended December 31, 2015.
Project work for this customer was completed in December 2015.
As our revenues are project/event based where the completion of one contract with a specific customer may
be replaced by another contract with a different customer from year to year, we do not believe the loss of one
specific customer from one year to the next will generally have a material adverse effect on our operations
and financial condition.
Competitive Conditions
The Treatment Segment’s largest competitor is EnergySolutions (“ES”) which operates treatment and
disposal facilities in Oak Ridge, TN and Clive, UT. Waste Control Specialists (“WCS”), which has licensed
disposal capabilities in Andrews, TX, has also emerged as a competitor in the treatment market with
increasing market share. Perma-Fix now has two options for disposal of treated nuclear waste and thus
4
mitigates prior risk of ES providing the only outlet for disposal. ES has signed a definitive agreement to
acquire WCS; however, this potential acquisition of WCS by ES is currently in litigation with the federal
government with the federal government alleging the acquisition violates the anti-trust laws. In the event
that this acquisition of WCS by ES is later consummated, ES will again become the owner of the only
privately owned disposal sites for treated commercially generated nuclear waste. In such event, if ES
should refuse to accept our nuclear and mixed waste or make demands on us that are unreasonable or cease
operations at its sites, such may have a material adverse effect on us for commercial wastes. The Treatment
Segment treats and disposes of DOE generated wastes largely at DOE owned sites and thus this potential
acquisition should not have any significant adverse impact on our Treatment Segment. Smaller competitors
are also present in the market place; however, we believe they do not present a significant challenge at this
time. Our Treatment Segment currently solicits business primarily on a North American basis with both
government and commercial clients; however, we continue to focus on emerging international markets for
additional work.
We believe that the permitting and licensing requirements, and the cost to obtain such permits, are barriers
to the entry of hazardous waste and radioactive and mixed waste activities as presently operated by our
waste treatment subsidiaries. If the permit requirements for hazardous waste treatment, storage, and
disposal (“TSD”) activities and/or the licensing requirements for the handling of low level radioactive
matters are eliminated or if such licenses or permits were made less rigorous to obtain, we believe such
would allow companies to enter into these markets and provide greater competition.
Our Services Segment is engaged in highly competitive businesses in which a number of our government
contracts and some of our commercial contracts are awarded through competitive bidding processes. The
extent of such competition varies according to the industries and markets in which our customers operate as
well as the geographic areas in which we operate. The degree and type of competition we face is also often
influenced by the project specification being bid on and the different specialty skill sets of each bidder for
which our Services Segment competes, especially projects subject to the governmental bid process. We also
have the ability to prime federal government small business procurements (small business set asides).
Based on past experience, we believe that large businesses are more willing to team with small businesses in
order to be part of these often substantial procurements. There are a number of qualified small businesses in
our market that will provide intense competition that may provide a challenge to our ability to maintain
strong growth rates and acceptable profit margins. For international business there are additional
competitors, many from within the country the work is to be performed, making winning work in foreign
countries more challenging. If our Services Segment is unable to meet these competitive challenges, it could
lose market share and experience an overall reduction in its profits.
Certain Environmental Expenditures and Potential Environmental Liabilities
Environmental Liabilities
We have three remediation projects, which are currently in progress at our Perma-Fix of Dayton, Inc.
(“PFD”), Perma-Fix of Memphis, Inc. (“PFM”), and Perma-Fix South Georgia, Inc. (“PFSG”) subsidiaries,
which are all included within our discontinued operations. These remediation projects principally entail the
removal/remediation of contaminated soil and, in most cases, the remediation of surrounding ground water.
These remediation activities are closely reviewed and monitored by the applicable state regulators.
At December 31, 2016, we had total accrued environmental remediation liabilities of $925,000, of which
$677,000 are recorded as a current liability, which reflects an increase of $25,000 from the December 31,
2015 balance of $900,000. The net increase of $25,000 represents payments on remediation projects at
PFSG and an increase to the reserve of approximately $66,000 at PFD due to reassessment of the
remediation reserve.
No insurance or third party recovery was taken into account in determining our cost estimates or reserves.
The nature of our business exposes us to significant cost to comply with governmental environmental laws,
rules and regulations and risk of liability for damages. Such potential liability could involve, for example,
claims for cleanup costs, personal injury or damage to the environment in cases where we are held
responsible for the release of hazardous materials; claims of employees, customers or third parties for
5
personal injury or property damage occurring in the course of our operations; and claims alleging
negligence or professional errors or omissions in the planning or performance of our services. In addition,
we could be deemed a responsible party for the costs of required cleanup of any property, which may be
contaminated by hazardous substances generated or transported by us to a site we selected, including
properties owned or leased by us. We could also be subject to fines and civil penalties in connection with
violations of regulatory requirements.
Research and Development (“R&D”)
Innovation and technical know-how by our operations is very important to the success of our business. Our
goal is to discover, develop and bring to market innovative ways to process waste that address unmet
environmental needs. We conduct research internally, and also through collaborations with other third
parties. The majority of our research activities are performed as we receive new and unique waste to treat.
Our competitors also devote resources to R&D and many such competitors have greater resources at their
disposal than we do. During 2016, PF Medical continued to commit significant resources to the R&D of its
medical isotope production technology in pursuing the necessary steps required for eventual submission of
this technology for FDA and other regulatory approvals and commercialization of this technology. During
the latter part of 2016, our Medical Segment ceased a substantial portion of its R&D activities due to the
need for substantial capital to fund such activities. We anticipate that our Medical Segment will not restart
its full scale R&D activities until it obtains the necessary funding. The Medical Segment has entered into a
LOI to raise such funding, which is subject to completion and execution of a definitive agreement. Although
this LOI has expired, the parties to the LOI are continuing to negotiate definitive agreements as of the date
of this report. We have estimated that during 2016 and 2015, we spent approximately $2,046,000 and
$2,302,000, respectively, in R&D activities, of which approximately $1,489,000 and $2,114,000,
respectively, were spent by our Medical Segment for the R&D of its medical isotope production technology.
Number of Employees
In our service-driven business, our employees are vital to our success. We believe we have good
relationships with our employees. As of December 31, 2016, we employed approximately 253 employees,
of whom 249 are full-time employees and four are part-time/temporary employees.
Governmental Regulation
Environmental companies, such as us, and their customers are subject to extensive and evolving
environmental laws and regulations by a number of national, state and local environmental, safety and
health agencies, the principal of which being the EPA. These laws and regulations largely contribute to the
demand for our services. Although our customers remain responsible by law for their environmental
problems, we must also comply with the requirements of those laws applicable to our services. We cannot
predict the extent to which our operations may be affected by future enforcement policies as applied to
existing laws or by the enactment of new environmental laws and regulations. Moreover, any predictions
regarding possible liability are further complicated by the fact that under current environmental laws we
could be jointly and severally liable for certain activities of third parties over whom we have little or no
control. Although we believe that we are currently in substantial compliance with applicable laws and
regulations, we could be subject to fines, penalties or other liabilities or could be adversely affected by
existing or subsequently enacted laws or regulations. The principal environmental laws affecting our
customers and us are briefly discussed below.
The Resource Conservation and Recovery Act of 1976, as amended (“RCRA”)
RCRA and its associated regulations establish a strict and comprehensive permitting and regulatory program
applicable to companies, such as us, that treat, store or dispose of hazardous waste. The EPA has
promulgated regulations under RCRA for new and existing treatment, storage and disposal facilities
including incinerators, storage and treatment tanks, storage containers, storage and treatment surface
impoundments, waste piles and landfills. Every facility that treats, stores or disposes of hazardous waste
must obtain a RCRA permit or must obtain interim status from the EPA, or a state agency, which has been
authorized by the EPA to administer its program, and must comply with certain operating, financial
responsibility and closure requirements.
6
The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA,”
also referred to as the “Superfund Act”)
CERCLA governs the cleanup of sites at which hazardous substances are located or at which hazardous
substances have been released or are threatened to be released into the environment. CERCLA authorizes
the EPA to compel responsible parties to clean up sites and provides for punitive damages for
noncompliance. CERCLA imposes joint and several liabilities for the costs of clean up and damages to
natural resources.
Health and Safety Regulations
The operation of our environmental activities is subject to the requirements of the OSHA and comparable
state laws. Regulations promulgated under OSHA by the Department of Labor require employers of persons
in the transportation and environmental industries, including independent contractors, to implement hazard
communications, work practices and personnel protection programs in order to protect employees from
equipment safety hazards and exposure to hazardous chemicals.
Atomic Energy Act
The Atomic Energy Act of 1954 governs the safe handling and use of Source, Special Nuclear and
Byproduct materials in the U.S. and its territories. This act authorized the Atomic Energy Commission (now
the Nuclear Regulatory Commission “USNRC”) to enter into “Agreements with States to carry out those
regulatory functions in those respective states except for Nuclear Power Plants and federal facilities like the
VA hospitals and the DOE operations.” The State of Florida (with the USNRC oversight), Office of
Radiation Control, regulates the permitting and radiological program of the PFF facility, and the State of
Tennessee (with the USNRC oversight), Tennessee Department of Radiological Health, regulates permitting
and the radiological program of the DSSI and M&EC facilities. The State of Washington (with the USNRC
oversight) Department of Health, regulates permitting and the radiological operations of the PFNWR
facility.
Other Laws
Our activities are subject to other federal environmental protection and similar laws, including, without
limitation, the Clean Water Act, the Clean Air Act, the Hazardous Materials Transportation Act and the
TSCA. Many states have also adopted laws for the protection of the environment which may affect us,
including laws governing the generation, handling, transportation and disposition of hazardous substances
and laws governing the investigation and cleanup of, and liability for, contaminated sites. Some of these
state provisions are broader and more stringent than existing federal law and regulations. Our failure to
conform our services to the requirements of any of these other applicable federal or state laws could subject
us to substantial liabilities which could have a material adverse effect on us, our operations and financial
condition. In addition to various federal, state and local environmental regulations, our hazardous waste
transportation activities are regulated by the U.S. Department of Transportation, the Interstate Commerce
Commission and transportation regulatory bodies in the states in which we operate. We cannot predict the
extent to which we may be affected by any law or rule that may be enacted or enforced in the future, or any
new or different interpretations of existing laws or rules.
ITEM 1A.
RISK FACTORS
The following are certain risk factors that could affect our business, financial performance, and results of
operations. These risk factors should be considered in connection with evaluating the forward-looking
statements contained in this Form 10-K, as the forward-looking statements are based on current
expectations, and actual results and conditions could differ materially from the current expectations.
Investing in our securities involves a high degree of risk, and before making an investment decision, you
should carefully consider these risk factors as well as other information we include or incorporate by
reference in the other reports we file with the Securities and Exchange Commission (the “Commission”).
7
Risks Relating to our Operations
Failure to maintain our financial assurance coverage that we are required to have in order to operate
our permitted treatment, storage and disposal facilities could have a material adverse effect on us.
We maintain finite risk insurance policies which provide financial assurance to the applicable states for our
permitted facilities in the event of unforeseen closure of those facilities. We are required to provide and to
maintain financial assurance that guarantees to the state that in the event of closure, our permitted facilities
will be closed in accordance with the regulations. In the event that we are unable to obtain or maintain our
financial assurance coverage for any reason, this could materially impact our operations and our permits
which we are required to have in order to operate our treatment, storage, and disposal facilities.
If we cannot maintain adequate insurance coverage, we will be unable to continue certain operations.
Our business exposes us to various risks, including claims for causing damage to property and injuries to
persons that may involve allegations of negligence or professional errors or omissions in the performance of
our services. Such claims could be substantial. We believe that our insurance coverage is presently
adequate and similar to, or greater than, the coverage maintained by other companies in the industry of our
size. If we are unable to obtain adequate or required insurance coverage in the future, or if our insurance is
not available at affordable rates, we would violate our permit conditions and other requirements of the
environmental laws, rules, and regulations under which we operate. Such violations would render us unable
to continue certain of our operations. These events would have a material adverse effect on our financial
condition.
The inability to maintain existing government contracts or win new government contracts over an
extended period could have a material adverse effect on our operations and adversely affect our
future revenues.
A material amount of our Treatment and Services Segments’ revenues are generated through various U.S.
government contracts or subcontracts involving the U.S. government. Our revenues from governmental
contracts and subcontracts relating to governmental facilities within our segments were approximately
$27,354,000 or 53.4% and $36,105,000 or 57.9%, of our consolidated operating revenues for 2016 and
2015, respectively. Most of our government contracts or our subcontracts granted under government
contracts are awarded through a regulated competitive bidding process. Some government contracts are
awarded to multiple competitors, which increase overall competition and pricing pressure and may require
us to make sustained post-award efforts to realize revenues under these government contracts. All contracts
with, or subcontracts involving, the federal government are terminable, or subject to renegotiation, by the
applicable governmental agency on 30 days notice, at the option of the governmental agency. If we fail to
maintain or replace these relationships, or if a material contract is terminated or renegotiated in a manner
that is materially adverse to us, our revenues and future operations could be materially adversely affected.
Our existing and future customers may reduce or halt their spending on hazardous waste and nuclear
services with outside vendors, including us.
A variety of factors may cause our existing or future customers (including the federal government) to reduce
or halt their spending on hazardous waste and nuclear services from outside vendors, including us. These
factors include, but are not limited to:
•
•
•
•
•
accidents, terrorism, natural disasters or other incidents occurring at nuclear facilities or involving
shipments of nuclear materials;
failure of the federal government to approve necessary budgets, or to reduce the amount of the
budget necessary, to fund remediation of DOE and DOD sites;
civic opposition to or changes in government policies regarding nuclear operations;
a reduction in demand for nuclear generating capacity; or
failure to perform under existing contracts, directly or indirectly, with the federal government.
These events could result in or cause the federal government to terminate or cancel its existing contracts
involving us to treat, store or dispose of contaminated waste and/or to perform remediation projects, at one
or more of the federal sites since all contracts with, or subcontracts involving, the federal government are
8
terminable upon or subject to renegotiation at the option of the government on 30 days notice. These events
also could adversely affect us to the extent that they result in the reduction or elimination of contractual
requirements, lower demand for nuclear services, burdensome regulation, disruptions of shipments or
production, increased operational costs or difficulties or increased liability for actual or threatened property
damage or personal injury.
Economic downturns and/or reductions in government funding could have a material negative impact
on our businesses.
Demand for our services has been, and we expect that demand will continue to be, subject to significant
fluctuations due to a variety of factors beyond our control, including economic conditions, reductions in the
budget for spending to remediate federal sites due to numerous reasons, including, without limitation, the
substantial deficits that the federal government has and is continuing to incur. During economic downturns
and large budget deficits that the federal government and many states are experiencing, the ability of private
and government entities to spend on waste services, including nuclear services, may decline significantly.
Our operations depend, in large part, upon governmental funding, particularly funding levels at the DOE.
Significant reductions in the level of governmental funding (for example, the annual budget of the DOE) or
specifically mandated levels for different programs that are important to our business could have a material
adverse impact on our business, financial position, results of operations and cash flows.
The loss of one or a few customers could have an adverse effect on us.
One or a few governmental customers or governmental related customers have in the past, and may in the
future, account for a significant portion of our revenue in any one year or over a period of several
consecutive years. Because customers generally contract with us for specific projects, we may lose these
significant customers from year to year as their projects with us are completed. Our inability to replace the
business with other similar significant projects could have an adverse effect on our business and results of
operations.
As a government contractor, we are subject to extensive government regulation, and our failure to
comply with applicable regulations could subject us to penalties that may restrict our ability to
conduct our business.
Our governmental contracts, which are primarily with the DOE or subcontracts relating to DOE sites, are a
significant part of our business. Allowable costs under U.S. government contracts are subject to audit by the
U.S. government. If these audits result in determinations that costs claimed as reimbursable are not allowed
costs or were not allocated in accordance with applicable regulations, we could be required to reimburse the
U.S. government for amounts previously received.
Governmental contracts or subcontracts involving governmental facilities are often subject to specific
procurement regulations, contract provisions and a variety of other requirements relating to the formation,
administration, performance and accounting of these contracts. Many of these contracts include express or
implied certifications of compliance with applicable regulations and contractual provisions. If we fail to
comply with any regulations, requirements or statutes, our existing governmental contracts or subcontracts
involving governmental facilities could be terminated or we could be suspended from government
contracting or subcontracting. If one or more of our governmental contracts or subcontracts are terminated
for any reason, or if we are suspended or debarred from government work, we could suffer a significant
reduction in expected revenues and profits. Furthermore, as a result of our governmental contracts or
subcontracts involving governmental facilities, claims for civil or criminal fraud may be brought by the
government or violations of these regulations, requirements or statutes.
We are a holding company and depend, in large part, on receiving funds from our subsidiaries to
fund our indebtedness.
Because we are a holding company and operations are conducted through our subsidiaries, our ability to
meet our obligations depends, in large part, on the operating performance and cash flows of our subsidiaries.
Loss of certain key personnel could have a material adverse effect on us.
Our success depends on the contributions of our key management, environmental and engineering
personnel, especially Dr. Louis F. Centofanti, President and Chief Executive Officer. The loss of Dr.
9
Centofanti could have a material adverse effect on our operations, revenues, prospects, and our ability to
raise additional funds. Our future success depends on our ability to retain and expand our staff of qualified
personnel, including environmental specialists and technicians, sales personnel, and engineers. Without
qualified personnel, we may incur delays in rendering our services or be unable to render certain services.
We cannot be certain that we will be successful in our efforts to attract and retain qualified personnel as
their availability is limited due to the demand for hazardous waste management services and the highly
competitive nature of the hazardous waste management industry. We do not maintain key person insurance
on any of our employees, officers, or directors.
Changes in environmental regulations and enforcement policies could subject us to additional liability
and adversely affect our ability to continue certain operations.
We cannot predict the extent to which our operations may be affected by future governmental enforcement
policies as applied to existing laws, by changes to current environmental laws and regulations, or by the
enactment of new environmental laws and regulations. Any predictions regarding possible liability under
such laws are complicated further by current environmental laws which provide that we could be liable,
jointly and severally, for certain activities of third parties over whom we have limited or no control.
Our Treatment Segment has limited end disposal sites to utilize to dispose of its waste which could
significantly impact our results of operations.
Our Treatment Segment has limited options available for disposal of its nuclear waste. Currently, there are
only two disposal sites, each site having different owners, for our low level radioactive waste we receive
from non-governmental sites, allowing us to take advantage of the pricing competition between the two
sites. There is currently an agreement whereby the owner of one site has agreed to buy the other site;
however, the federal government has brought suit to prohibit this transaction alleging that such transaction
violates the federal anti-trust laws. In the event that this transaction is later consummated, we could become
subject to the unreasonable demands as to pricing and other terms of the acquiring party that owns both
disposal sites, which could significantly increase our cost of disposal and negatively impact our results of
operations. Further, if such acquisition is completed, and the owner refuses to accept our waste or demands
terms that we deem to be unreasonable, such could have a material adverse effect on us.
Our businesses subject us to substantial potential environmental liability.
Our business of rendering services in connection with management of waste, including certain types of
hazardous waste, low-level radioactive waste, and mixed waste (waste containing both hazardous and low-
level radioactive waste), subjects us to risks of liability for damages. Such liability could involve, without
limitation:
•
•
•
claims for clean-up costs, personal injury or damage to the environment in cases in which we are
held responsible for the release of hazardous or radioactive materials;
claims of employees, customers, or third parties for personal injury or property damage occurring in
the course of our operations; and
claims alleging negligence or professional errors or omissions in the planning or performance of our
services.
Our operations are subject to numerous environmental laws and regulations. We have in the past, and could
in the future, be subject to substantial fines, penalties, and sanctions for violations of environmental laws
and substantial expenditures as a responsible party for the cost of remediating any property which may be
contaminated by hazardous substances generated by us and disposed at such property, or transported by us
to a site selected by us, including properties we own or lease.
As our operations expand, we may be subject to increased litigation, which could have a negative
impact on our future financial results.
Our operations are highly regulated and we are subject to numerous laws and regulations regarding
procedures for waste treatment, storage, recycling, transportation, and disposal activities, all of which may
provide the basis for litigation against us. In recent years, the waste treatment industry has experienced a
significant increase in so-called “toxic-tort” litigation as those injured by contamination seek to recover for
10
personal injuries or property damage. We believe that, as our operations and activities expand, there will be
a similar increase in the potential for litigation alleging that we have violated environmental laws or
regulations or are responsible for contamination or pollution caused by our normal operations, negligence or
other misconduct, or for accidents, which occur in the course of our business activities. Such litigation, if
significant and not adequately insured against, could adversely affect our financial condition and our ability
to fund our operations. Protracted litigation would likely cause us to spend significant amounts of our time,
effort, and money. This could prevent our management from focusing on our operations and expansion.
Our operations are subject to seasonal factors, which cause our revenues to fluctuate.
We have historically experienced reduced revenues and losses during the first and fourth quarters of our
fiscal years due to a seasonal slowdown in operations from poor weather conditions, overall reduced
activities during these periods resulting from holiday periods, and finalization of government budgets during
the fourth quarter of each year. During our second and third fiscal quarters there has historically been an
increase in revenues and operating profits. If we do not continue to have increased revenues and profitability
during the second and third fiscal quarters, this could have a material adverse effect on our results of
operations and liquidity.
If environmental regulation or enforcement is relaxed, the demand for our services will decrease.
The demand for our services is substantially dependent upon the public's concern with, and the continuation
and proliferation of, the laws and regulations governing the treatment, storage, recycling, and disposal of
hazardous, non-hazardous, and low-level radioactive waste. A decrease in the level of public concern, the
repeal or modification of these laws, or any significant relaxation of regulations relating to the treatment,
storage, recycling, and disposal of hazardous waste and low-level radioactive waste would significantly
reduce the demand for our services and could have a material adverse effect on our operations and financial
condition. We are not aware of any current federal or state government or agency efforts in which a
moratorium or limitation has been, or will be, placed upon the creation of new hazardous or radioactive
waste regulations that would have a material adverse effect on us; however, no assurance can be made that
such a moratorium or limitation will not be implemented in the future.
We and our customers operate in a politically sensitive environment, and the public perception of
nuclear power and radioactive materials can affect our customers and us.
We and our customers operate in a politically sensitive environment. Opposition by third parties to
particular projects can limit the handling and disposal of radioactive materials. Adverse public reaction to
developments in the disposal of radioactive materials, including any high profile incident involving the
discharge of radioactive materials, could directly affect our customers and indirectly affect our business.
Adverse public reaction also could lead to increased regulation or outright prohibition, limitations on the
activities of our customers, more onerous operating requirements or other conditions that could have a
material adverse impact on our customers’ and our business.
We may be exposed to certain regulatory and financial risks related to climate change.
Climate change is receiving ever increasing attention from scientists and legislators alike. The debate is
ongoing as to the extent to which our climate is changing, the potential causes of this change and its
potential impacts. Some attribute global warming to increased levels of greenhouse gases, including carbon
dioxide, which has led to significant legislative and regulatory efforts to limit greenhouse gas emissions.
Presently there are no federally mandated greenhouse gas reduction requirements in the United States.
However, there are a number of legislative and regulatory proposals to address greenhouse gas emissions,
which are in various phases of discussion or implementation. The outcome of federal and state actions to
address global climate change could result in a variety of regulatory programs including potential new
regulations. Any adoption by federal or state governments mandating a substantial reduction in greenhouse
gas emissions could increase costs associated with our operations. Until the timing, scope and extent of any
future regulation becomes known, we cannot predict the effect on our financial position, operating results
and cash flows.
We may not be successful in winning new business mandates from our government and commercial
customers or international customers.
11
We must be successful in winning mandates from our government, commercial customers and international
customers to replace revenues from projects that we have completed or that are nearing completion and to
increase our revenues. Our business and operating results can be adversely affected by the size and timing
of a single material contract.
The elimination or any modification of the Price-Anderson Acts indemnification authority could have
adverse consequences for our business.
The Atomic Energy Act of 1954, as amended, or the AEA, comprehensively regulates the manufacture, use,
and storage of radioactive materials. The Price-Anderson Act (“PAA”) supports the nuclear services
industry by offering broad indemnification to DOE contractors for liabilities arising out of nuclear incidents
at DOE nuclear facilities. That indemnification protects DOE prime contractor, but also similar companies
that work under contract or subcontract for a DOE prime contract or transporting radioactive material to or
from a site. The indemnification authority of the DOE under the PAA was extended through 2025 by the
Energy Policy Act of 2005.
Under certain conditions, the PAA’s indemnification provisions may not apply to our processing of
radioactive waste at governmental facilities, and do not apply to liabilities that we might incur while
performing services as a contractor for the DOE and the nuclear energy industry. If an incident or
evacuation is not covered under PAA indemnification, we could be held liable for damages, regardless of
fault, which could have an adverse effect on our results of operations and financial condition. If such
indemnification authority is not applicable in the future, our business could be adversely affected if the
owners and operators of new facilities fail to retain our services in the absence of commercial adequate
insurance and indemnification.
We are engaged in highly competitive businesses and typically must bid against other competitors to
obtain major contracts.
We are engaged in highly competitive business in which most of our government contracts and some of our
commercial contracts are awarded through competitive bidding processes. We compete with national and
regional firms with nuclear and/or hazardous waste services practices, as well as small or local contractors.
Some of our competitors have greater financial and other resources than we do, which can give them a
competitive advantage. In addition, even if we are qualified to work on a new government contract, we
might not be awarded the contract because of existing government policies designed to protect certain types
of businesses and under-represented minority contractors. Although the Company has the ability to certify
and bid government contract as a small business, there are a number of qualified small businesses in our
market that will provide intense competition. For international business, which we continue to focus on,
there are additional competitors, many from within the country the work is to be performed, making
winning work in foreign countries more challenging. Competition places downward pressure on our
contract prices and profit margins. If we are unable to meet these competitive challenges, we could lose
market share and experience on overall reduction in our profits.
Our failure to maintain our safety record could have an adverse effect on our business.
Our safety record is critical to our reputation. In addition, many of our government and commercial
customers require that we maintain certain specified safety record guidelines to be eligible to bid for
contracts with these customers. Furthermore, contract terms may provide for automatic termination in the
event that our safety record fails to adhere to agreed-upon guidelines during performance of the contract.
As a result, our failure to maintain our safety record could have a material adverse effect on our business,
financial condition and results of operations.
We may be unable to utilize loss carryforwards in the future.
We have approximately $10,372,000 and $65,658,000 in net operating loss carryforwards for federal and
state income tax purposes, respectively, which will expire in various amounts starting in 2021 if not used
against future federal and state income tax liabilities, respectively. Our net loss carryforwards are subject to
various limitations. Our ability to use the net loss carryforwards depends on whether we are able to
generate sufficient income in the future years. Further, our net loss carryforwards have not been audited or
approved by the Internal Revenue Service.
12
If any of our permits, other intangible assets, and tangible assets become impaired, we may be
required to record significant charges to earnings.
Under accounting principles generally accepted in the United States (“U.S. GAAP”), we review our
intangible and tangible assets for impairment when events or changes in circumstances indicate the carrying
value may not be recoverable. Our permits are tested for impairment at least annually (the Company has no
goodwill at December 31, 2016). Factors that may be considered a change in circumstances, indicating that
the carrying value of our permit, other intangible assets, and tangible assets may not be recoverable, include
a decline in stock price and market capitalization, reduced future cash flow estimates, and slower growth
rates in our industry. During 2016, we recorded approximately $8,288,000 and $1,816,000 in impairment
charges for intangible and tangible assets, respectively, in connection with Company’s decision to shut
down our M&EC subsidiary by January 2018. We may be required, in the future, to record additional
impairment charges in our financial statements, in which any impairment of our permit, other intangible
assets, and tangible assets is determined. Such impairment charges could negatively impact our results of
operations.
We bear the risk of cost overruns in fixed-price contracts. We may experience reduced profits or, in
some cases, losses under these contracts if costs increase above our estimates.
Our revenues may be earned under contracts that are fixed-price in nature. Fixed-price contracts expose us
to a number of risks not inherent in cost-reimbursable contracts. Under fixed price and guaranteed
maximum-price contracts, contract prices are established in part on cost and scheduling estimates which are
based on a number of assumptions, including assumptions about future economic conditions, prices and
availability of labor, equipment and materials, and other exigencies. If these estimates prove inaccurate, or if
circumstances change such as unanticipated technical problems, difficulties in obtaining permits or
approvals, changes in laws or labor conditions, weather delays, cost of raw materials or our suppliers’ or
subcontractors’ inability to perform, cost overruns may occur and we could experience reduced profits or, in
some cases, a loss for that project. Errors or ambiguities as to contract specifications can also lead to cost-
overruns.
Adequate bonding is necessary for us to win certain types of new work and support facility closure
requirements.
We are often required to provide performance bonds to customers under fixed-price contracts, primarily
within our Services Segment. These surety instruments indemnify the customer if we fail to perform our
obligations under the contract. If a bond is required for a particular project and we are unable to obtain it
due to insufficient liquidity or other reasons, we may not be able to pursue that project. In addition, we
provide bonds to support financial assurance in the event of facility closure pursuant to state requirements.
We currently have a bonding facility but, the issuance of bonds under that facility is at the surety’s sole
discretion. Moreover, due to events that affect the insurance and bonding markets generally, bonding may
be more difficult to obtain in the future or may only be available at significant additional cost. There can be
no assurance that bonds will continue to be available to us on reasonable terms. Our inability to obtain
adequate bonding and, as a result, to bid on new work could have a material adverse effect on our business,
financial condition and results of operations.
Shut down of our East Tennessee Materials and Energy Corporation (“M&EC) facility located in
Oak Ridge, Tennessee could negatively impact our financial results.
Our M&EC subsidiary was notified by the lessor that the lease agreement under which M&EC currently
operates its Oak Ridge, Tennessee facility would not be renewed at the end of the current lease term ending
January 21, 2018. In light of this event and our strategic review of operations within our Treatment
Segment, we are proceeding with a plan to shut down our M&EC facility located in Oak Ridge, Tennessee
at the end of the lease term. Operations at the M&EC facility are continuing during the remaining term of
the lease and the facility has begun the process of transitioning waste shipments and operational capabilities
to our other Treatment Segment facilities, subject to customer requirements and regulatory approvals.
Simultaneously, we have begun required clean-up/maintenance procedures at M&EC’s Oak Ridge,
Tennessee facility in accordance with M&EC’s RCRA permit requirements. We believe that our plan to
shut down our M&EC facility in Oak Ridge, Tennessee should reduce our fixed costs within our Treatment
Segment with minimal loss in revenue, thereby improving our Treatment Segment gross margin. However,
as certain waste shipments are dependent on our customers’ requirements and the operational capabilities of
13
our other Treatment facilities to accept and treat these wastes, there are no guarantees that our other
Treatment facilities will be able to treat these wastes. In such event, our financial results could be materially
impacted.
Failure to maintain effective internal control over financial reporting or failure to remediate a
material weakness in internal control over financial reporting could have a material adverse effect on
our business, operating results, and stock price.
Maintaining effective internal control over financial reporting is necessary for us to produce reliable
financial reports and is important in helping to prevent financial fraud. If we are unable to maintain
adequate internal controls, our business and operating results could be harmed. We are required to satisfy
the requirements of Section 404 of Sarbanes Oxley and the related rules of the Commission, which require,
among other things, management to assess annually the effectiveness of our internal control over financial
reporting. If we are unable to maintain adequate internal control over financial reporting or effectively
remediate any material weakness identified in internal control over financial reporting, there is a reasonable
possibility that a misstatement of our annual or interim financial statements will not be prevented or
detected in a timely manner. If we cannot produce reliable financial reports, investors could lose confidence
in our reported financial information, the market price of our common stock could decline significantly, and
our business, financial condition, and reputation could be harmed.
Systems failures, interruptions or breaches of security and other cyber security risks could have an
adverse effect on our financial condition and results of operations.
We are subject to certain operational risks, including, but not limited to, data processing system failures and
errors, cyber security breaches, inadequate or failed internal processes, customer or employee fraud and
catastrophic failures resulting from terrorist acts or natural disasters. We depend upon data processing,
software, communication, and information exchange on a variety of computing platforms and networks and
over the internet. We also rely on the services of a variety of vendors to meet our data processing and
communication needs. Despite our implemented security measures and established policies, we cannot be
certain that all of our systems are entirely free from vulnerability to attack or other technological difficulties
or failures or failures on the part of our employees to follow our established security measures and policies.
Information security risks have increased significantly due to the use of online banking channels and the
increased sophistication and activities of organized crime, hackers, terrorists and other external parties. Our
technologies, systems, and networks may become the target of cyber-attacks, computer viruses, malicious
code, phishing attacks or information security breaches that could result in the unauthorized release,
gathering, monitoring, misuse, loss or destruction of our or our clients’ confidential, proprietary and other
information and the disruption of our business operations. A security breach could result in violations of
applicable privacy and other laws, financial loss to us or to our customers or to our employees, loss of
confidence in our security measures, litigation exposure, and harm to our reputation. Although we are aware
that on at least one occasion during 2017 that there was a breach of our existing security procedures and
policies as to employee information due to an employee’s error in not following our existing security
procedures and policies, we do not believe this breach would have a material adverse effect on us. While we
maintain a system of internal controls and procedures, any breach, attack, or failure discussed above could
have a material adverse effect on our business, financial condition, and results of operations or liquidity.
Risks Relating to our Intellectual Property
If we cannot maintain our governmental permits or cannot obtain required permits, we may not be
able to continue or expand our operations.
We are a nuclear services and waste management company. Our business is subject to extensive, evolving,
and increasingly stringent federal, state, and local environmental laws and regulations. Such federal, state,
and local environmental laws and regulations govern our activities regarding the treatment, storage,
recycling, disposal, and transportation of hazardous and non-hazardous waste and low-level radioactive
waste. We must obtain and maintain permits or licenses to conduct these activities in compliance with such
laws and regulations. Failure to obtain and maintain the required permits or licenses would have a material
adverse effect on our operations and financial condition. If any of our facilities are unable to maintain
currently held permits or licenses or obtain any additional permits or licenses which may be required to
conduct its operations, we may not be able to continue those operations at these facilities, which could have
14
a material adverse effect on us.
We believe our proprietary technology is important to us.
We believe that it is important that we maintain our proprietary technologies. There can be no assurance that
the steps taken by us to protect our proprietary technologies will be adequate to prevent misappropriation of
these technologies by third parties. Misappropriation of our proprietary technology could have an adverse
effect on our operations and financial condition. Changes to current environmental laws and regulations also
could limit the use of our proprietary technology.
Risks Relating to our Financial Position and Need for Financing
Breach of any of the covenants in our credit facility could result in a default, triggering repayment of
outstanding debt under the credit facility.
Our credit facility with our bank contains financial covenants. A breach of any of these covenants could
result in a default under our credit facility triggering our lender to immediately require the repayment of all
outstanding debt under our credit facility and terminate all commitments to extend further credit. We failed
to meet our meet our minimum quarterly fixed charge coverage ratio in each of the first to third quarters of
2016; however, each of these instances of non-compliance was waived by our lender. In addition, during
2016, our lender also amended the methodology in calculating the quarterly fixed charge coverage ratio in
certain instances to assist us so we can meet our quarterly fixed charge coverage ratio. We met our
minimum quarterly fixed charge coverage ratio requirement in the fourth quarter of 2016. If we fail to meet
the minimum quarterly fixed charge coverage ratio requirement or any of our other covenants in our loan
agreement in the future and our lender does not waive the non-compliance or revise our covenant
requirement so that we are in compliance, our lender could accelerates the payment of our borrowings under
our credit facility. In such event, we may not have sufficient liquidity to repay our debt under our credit
facility and other indebtedness.
Our amount of debt could adversely affect our operations.
At December 31, 2016, our aggregate consolidated debt was approximately $8,833,000. Our Amended and
Restated Revolving Credit, Term Loan and Security Agreement, dated October 31, 2011, as subsequently
amended (“Revised Loan Agreement”) provides for a total credit facility commitment of approximately
$18,100,000, consisting of a $12,000,000 revolving line of credit and a term loan of $6,100,000. The
maximum we can borrow under the revolving part of the credit facility is based on a percentage of the
amount of our eligible receivables outstanding at any one time. As of December 31, 2016, we had
borrowings under the revolving part of our credit facility of approximately $3,803,000 and borrowing
availability of up to an additional $1,748,000 based on our outstanding eligible receivables. A lack of
positive operating results could have material adverse consequences on our ability to operate our business.
Our ability to make principal and interest payments, or to refinance indebtedness, will depend on both our
and our subsidiaries' future operating performance and cash flow. Prevailing economic conditions, interest
rate levels, and financial, competitive, business, and other factors affect us. Many of these factors are
beyond our control.
Our substantial level of indebtedness could limit our financial and operating activities, and
adversely affect our ability to incur additional debt to fund future needs.
We currently have a substantial amount of indebtedness. As a result, this level of indebtedness could,
among other things:
•
require us to dedicate a substantial portion of our cash flow to the payment of principal and
interest, thereby reducing the funds available for operations and future business opportunities;
• make it more difficult for us to satisfy our obligations;
•
limit our ability to borrow additional money if needed for other purposes, including working
capital, capital expenditures, debt service requirements, acquisitions and general corporate or
other purposes, on satisfactory terms or at all;
limit our ability to adjust to changing economic, business and competitive conditions;
•
• place us at a competitive disadvantage with competitors who may have less indebtedness or
greater access to financing;
15
• make us more vulnerable to an increase in interest rates, a downturn in our operating
performance or a decline in general economic conditions; and
• make us more susceptible to changes in credit ratings, which could impact our ability to obtain
financing in the future and increase the cost of such financing.
Any of the foregoing could adversely impact our operating results, financial condition, and liquidity. Our
ability to continue our operations depends on our ability to generate profitable operations or complete equity
or debt financings to increase our capital.
Risks Relating to our Common Stock
Issuance of substantial amounts of our Common Stock could depress our stock price.
Any sales of substantial amounts of our Common Stock in the public market could cause an adverse effect
on the market price of our Common Stock and could impair our ability to raise capital through the sale of
additional equity securities. The issuance of our Common Stock will result in the dilution in the percentage
membership interest of our stockholders and the dilution in ownership value. As of December 31, 2016, we
had 11,669,383 shares of Common Stock outstanding.
In addition, as of December 31, 2016, we had outstanding options to purchase 247,200 shares of our
Common Stock at exercise prices ranging from $2.79 to $14.75 per share. Further, our preferred share rights
plan, if triggered, could result in the issuance of a substantial amount of our Common Stock. The existence
of this quantity of rights to purchase our Common Stock under the preferred share rights plan could result in
a significant dilution in the percentage ownership interest of our stockholders and the dilution in ownership
value. Future sales of the shares issuable could also depress the market price of our Common Stock.
We do not intend to pay dividends on our Common Stock in the foreseeable future.
Since our inception, we have not paid cash dividends on our Common Stock, and we do not anticipate
paying any cash dividends in the foreseeable future. Our credit facility prohibits us from paying cash
dividends on our Common Stock without prior approval from our lender.
The price of our Common Stock may fluctuate significantly, which may make it difficult for our
stockholders to resell our Common Stock when a stockholder wants or at prices a stockholder finds
attractive.
The price of our Common Stock on the Nasdaq Capital Markets constantly changes. We expect that the
market price of our Common Stock will continue to fluctuate. This may make it difficult for our
stockholders to resell the Common Stock when a stockholder wants or at prices a stockholder finds
attractive.
Future issuance of our Common Stock could adversely affect the price of our Common Stock, our
ability to raise funds in new stock offerings and could dilute the percentage ownership of our common
stockholders.
Future sales of substantial amounts of our Common Stock or equity-related securities in the public market,
or the perception that such sales or conversions could occur, could adversely affect prevailing trading prices
of our Common Stock and could dilute the value of Common Stock held by our existing stockholders. No
prediction can be made as to the effect, if any, that future sales of shares of our Common Stock or the
availability of shares of our Common Stock for future sale will have on the trading price of our Common
Stock. Such future sales or conversions could also significantly reduce the percentage ownership of our
common stockholders.
Delaware law, certain of our charter provisions, our stock option plans, outstanding warrants and
our Preferred Stock may inhibit a change of control under circumstances that could give you an
opportunity to realize a premium over prevailing market prices.
We are a Delaware corporation governed, in part, by the provisions of Section 203 of the General
Corporation Law of Delaware, an anti-takeover law. In general, Section 203 prohibits a Delaware public
corporation from engaging in a “business combination” with an “interested stockholder” for a period of
three years after the date of the transaction in which the person became an interested stockholder, unless the
16
business combination is approved in a prescribed manner. As a result of Section 203, potential acquirers
may be discouraged from attempting to effect acquisition transactions with us, thereby possibly depriving
our security holders of certain opportunities to sell, or otherwise dispose of, such securities at above-market
prices pursuant to such transactions. Further, certain of our option plans provide for the immediate
acceleration of, and removal of restrictions from, options and other awards under such plans upon a “change
of control” (as defined in the respective plans). Such provisions may also have the result of discouraging
acquisition of us.
We have authorized and unissued 18,075,775 (which include shares issuable under outstanding options to
purchase 247,200 shares of our Common Stock) shares of our Common Stock and 2,000,000 shares of our
Preferred Stock as of December 31, 2016 (which includes 600,000 shares of our Preferred Stock reserved
for issuance under our preferred share rights plan). These unissued shares could be used by our management
to make it more difficult, and thereby discourage an attempt to acquire control of us.
Our Preferred Share Rights Plan (the “Rights Plan”) may adversely affect our stockholders.
In May 2008, we adopted a Rights Plan, designed to ensure that all of our stockholders receive fair and
equal treatment in the event of a proposed takeover or abusive tender offer. However, the Rights Plan may
also have the effect of deterring, delaying, or preventing a change in control that might otherwise be in the
best interests of our stockholders.
In general, under the terms of the Rights Plan, subject to certain limited exceptions, if a person or group
acquires 20% or more of our Common Stock or a tender offer or exchange offer for 20% or more of our
Common Stock is announced or commenced, our other stockholders may receive upon exercise of the rights
(the “Rights”) issued under the Rights Plan the number of shares our Common Stock or of one-one
hundredths of a share of our Series A Junior Participating Preferred Stock, par value $.001 per share, having
a value equal to two times the purchase price of the Right. In addition, if we are acquired in a merger or
other business combination transaction in which we are not the survivor or more than 50% of our assets or
earning power is sold or transferred, then each holder of a Right (other than the acquirer) will thereafter
have the right to receive, upon exercise, common stock of the acquiring company having a value equal to
two times the purchase price of the Right. The initial purchase price of each Right was $13, subject to
adjustment, including adjustment for reverse stock split.
The Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not
approved by our board of directors. The Rights may be redeemed by us at $0.001 per Right at any time
before any person or group acquires 20% or more of our outstanding common stock. The rights should not
interfere with any merger or other business combination approved by our board of directors. The Rights
expire on May 2, 2018.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2.
PROPERTIES
Our principal executive office is in Atlanta, Georgia. Our Business Center is located in Knoxville,
Tennessee. Our Treatment Segment facilities are located in Gainesville, Florida; Kingston, Tennessee; Oak
Ridge, Tennessee (which is currently undergoing closure requirements and which we plan to shut down by
January 2018), and Richland, Washington. Our Services Segment maintains operations located in
Knoxville, Tennessee and Blaydon On Tyne, England, of which we lease all of the properties. PF Medical
maintains two leased administrative offices as noted below. We maintain properties in Valdosta, Georgia
and Memphis, Tennessee, which are all non-operational and are included within our discontinued
operations.
The properties where three of our facilities operate on (Kingston, Tennessee; Gainesville, Florida; and
Richland, Washington) are held by our senior lender as collateral for our credit facility. The Company
currently leases properties in the following locations:
17
Location
Knoxville, TN (Safety and Ecology Corporation or "SEC")
Knoxville, TN (SEC)
Blaydon On Tyne, England (PF UK Limited)
Pittsburgh, PA (SEC)
Newport, KY (SEC)
Oak Ridge, TN (M&EC)
Atlanta, GA (Corporate)
Mobile, AL (PF Medical)
Park City, UT (PF Medical)
Square Footage
20,850
5,000
1,000
640
1,566
150,000
6,499
1,200
640
Expiration of Lease
May 31, 2018
September 30, 2017
Monthly
Monthly
Monthly
January 31, 2018
February 28, 2018
August 31, 2017
May 31, 2017
We believe that the above facilities currently provide adequate capacity for our operations and that
additional facilities are readily available in the regions in which we operate, which could support and
supplement our existing facilities.
ITEM 3.
LEGAL PROCEEDINGS
In the normal course of conducting our business, we may become involved in litigation or be subject to
local, state and federal agency (government) proceedings. We are not a party to any litigation or
governmental proceeding, which our management believes could result in any judgments or fines that would
have a material adverse effect on our financial position, liquidity or results of future operations.
ITEM 4.
MINE SAFETY DISCLOSURE
Not Applicable.
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Our Common Stock is traded on the NASDAQ Capital Markets (“NASDAQ”) under the symbol “PESI.”
The following table sets forth the high and low market trade prices quoted for the Common Stock during the
periods shown. The source of such quotations and information is the NASDAQ online trading history
reports.
2016
2015
Common Stock 1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
Low High Low
High
$ 3.42 $ 3.95 $ 3.78 $ 4.69
4.01
3.62
4.34
4.34
4.29
4.37
3.25
3.32
3.45
3.65
5.64
5.62
5.24
As of February 22, 2017, there were approximately 189 stockholders of record of our Common Stock,
including brokerage firms and/or clearing houses holding shares of our Common Stock for their clientele
(with each brokerage house and/or clearing house being considered as one holder). However, the total
number of beneficial stockholders as of February 22, 2017 was approximately 2,345.
Since our inception, we have not paid any cash dividends on our Common Stock and have no dividend
policy. Our Revised Loan Agreement prohibits us from paying any cash dividends on our Common Stock
without prior approval from our lender. We do not anticipate paying cash dividends on our outstanding
Common Stock in the foreseeable future.
No sales of unregistered securities occurred during the first, second, and fourth quarter of 2016. On August
18
2, 2016, the Company issued an aggregate 70,000 shares of its Common Stock resulting from the exercise
of two Warrants for the purchase of up to 70,000 shares of the Company’s Common Stock at an exercise
price of $2.23 per share, resulting total proceeds received by the Company of approximately $156,000. See
Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Liquidity and Capital Resources – Financing Activities” for further information of these two Warrants.
There were no purchases made by us or on behalf of us or any of our affiliated members of shares of our
Common Stock during 2016.
We have adopted a preferred share rights plan, which is designed to protect us against certain creeping
acquisitions, open market purchases, and certain mergers and other combinations with acquiring companies.
See Item 1A. - Risk Factors – “Our Preferred Share Rights Plan (the “Rights Plan”) may adversely affect
our stockholders” as to further discussion relating to the terms of our Rights Plan.
See “Equity Compensation Plan” in Part III, Item 12, “Security Ownership of Certain Beneficial Owners
and Management and Related Stockholders Matter” for securities authorized for issuance under equity
compensation plans which is incorporated herein by reference.
ITEM 6.
SELECTED FINANCIAL DATA
Not required under Regulation S-K for smaller reporting companies.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Certain statements contained within this “Management's Discussion and Analysis of Financial Condition
and Results of Operations” (“MD&A”) may be deemed “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended (collectively, the “Private Securities Litigation Reform Act of 1995”). See “Special Note
regarding Forward-Looking Statements” contained in this report.
Management's discussion and analysis is based, among other things, upon our audited consolidated financial
statements and includes our accounts, the accounts of our wholly-owned subsidiaries and the accounts of
our majority-owned Polish subsidiary, after elimination of all significant intercompany balances and
transactions.
The following discussion and analysis should be read in conjunction with our consolidated financial
statements and the notes thereto included in Item 8 of this report.
Review
Revenue decreased $11,164,000 or 17.9% to $51,219,000 for the twelve months ended December 31, 2016
from $62,383,000 for the corresponding period of 2015. The decrease in revenue was primarily due to the
decrease in revenue in our Treatment Segment of approximately $9,065,000 or 21.9% due, in large part, to
lower waste volume. Services Segment revenue decreased $2,099,000 or 10.0% for the twelve months
ended December 31, 2016 as compared to the corresponding period of 2015. Total gross profit decreased
$7,267,000 or 50.6% for the twelve months ended December 31, 2016 as compared to the corresponding
period of 2015 primarily due to lower revenue generated from our Treatment Segment. Total selling,
general, and administrative (“SG&A”) expenses decreased $272,000 or 2.5% for the twelve months ended
December 31, 2016 as compared to the corresponding period of 2015.
Our 2016 financial results were significantly impacted by certain large waste treatment shipments that we
expected to receive but were delayed by certain governmental customers. Although we saw receipt of
certain of these delayed shipments in the fourth quarter of 2016, we expect to receive the remaining delayed
waste shipment within the first nine months of 2017.
Our financial results for the twelve months ended December 31, 2016 included certain non-cash impairment
19
losses, write-offs and accruals which were recorded during the second quarter of 2016 in connection with
the pending shut down of our East Tennessee Materials and Energy Corporation (“M&EC”) subsidiary as
discussed below.
During the second quarter of 2016, our M&EC subsidiary was notified by the lessor that the lease
agreement under which M&EC currently operates its Oak Ridge, Tennessee facility would not be renewed
at the end of the current lease term ending January 21, 2018. In light of this event and our strategic review
of operations within our Treatment Segment, we are proceeding with a plan to shut down our M&EC
facility located in Oak Ridge, Tennessee at the end of the lease term. Operations at the M&EC facility are
continuing during the remaining term of the lease and the facility has begun the process of transitioning
waste shipments and operational capabilities to our other Treatment Segment facilities, subject to customer
requirements and regulatory approvals. Simultaneously, we have begun required clean-up/maintenance
procedures at M&EC’s Oak Ridge, Tennessee facility in accordance with M&EC’s Resource Conservation
and Recovery Act (“RCRA”) permit requirements. As a result of this triggering event which occurred
during the second quarter of 2016, we recorded non-cash impairment losses on our tangible and intangible
(permit) assets of approximately $1,816,000 and $8,288,000, respectively, in the second quarter of 2016.
We also recorded a write-off of approximately $587,000 in prepaid expenses in connection with certain
tangible asset at our M&EC facility which was impaired. As a result of the intangible impairment losses
discussed above, we recorded a tax benefit in the amount of $3,203,000.
In addition, M&EC is required to complete certain clean-up/maintenance activities at its Oak Ridge,
Tennessee facility pursuant to its RCRA permits. The extent and cost of these activities are determined by
federal/state mandate requirements. We performed an analysis and related estimate of the cost to complete
the RCRA portion of these activities during the second quarter of 2016 and based on this analysis, we
recorded an additional $1,626,000 in closure liabilities during the second quarter of 2016 with a
corresponding increase to capitalized asset retirement costs, as reported as a component of “Net Property
and equipment” in the Consolidated Balance Sheet.”
During the year ended December 31, 2016 and 2015, M&EC’s revenues were approximately $4,419,000
and $6,591,000, respectively.
We had working capital deficit of approximately $2,131,000 at December 31, 2016, as compared to working
capital of $2,966,000 at December 31, 2015, a decrease of $5,097,000.
Business Environment, Outlook and Liquidity
Our Treatment and Services Segments’ business continues to be heavily dependent on services that we
provide to governmental customers directly as the contractor or indirectly as a subcontractor. We believe
demand for our services will continue to be subject to fluctuations due to a variety of factors beyond our
control, including the current economic conditions and the manner in which the government will be required
to spend funding to remediate federal sites. In addition, our governmental contracts and subcontracts
relating to activities at governmental sites are generally subject to termination or renegotiation on 30 days
notice at the government’s option. We believe that significant reductions in the level of governmental
funding or specifically mandated levels for different programs that are important to our business could have
a material adverse impact on our business, financial position, results of operations and cash flows.
Our cash flow requirements during 2016 were primarily financed by our operations and credit facility
availability. Our Medical Segment has not generated any revenue to date. During 2016, our Medical
Segment continued to commit substantial resources to the research and development (“R&D”) of the new
medical isotope production technology in pursuing the necessary steps required for eventual submission of
this technology for the U.S. Food and Drug Administration (“FDA”) and other regulatory approvals and
commercialization of this technology. During the latter part of 2016, our Medical Segment ceased a
substantial portion its R&D activities due to the need for substantial capital to fund such activities. We
anticipate that our Medical Segment will not restart its full scale R&D activities until it obtains the
necessary funding through obtaining its own credit facility or additional equity raise. The Medical Segment
has entered into a letter of intent (“LOI”) to raise capital, which is subject to the completion of a definitive
agreement. Although the LOI has expired, the parties to the LOI are continuing to negotiate definitive
20
agreements as of the date of this report (see “Liquidity and Capital Resources - Financing Activities” in this
“Management’s Discussion and Analysis” for a further discussion of this proposed transaction). If the
Medical Segment is unable to raise the necessary capital, the Medical Segment would be required to reduce,
further delay or eliminate its R&D program.
We are continually reviewing operating costs and are committed to further reducing operating costs to bring
them in line with revenue levels, when needed.
We continue to focus on expansion into both commercial and international markets to increase revenues in
our Treatment and Services Segments to offset the uncertainties of government spending in the United
States of America. See “Liquidity and Capital Resources” below for further discussion of our liquidity.
Results of Operations
The reporting of financial results and pertinent discussions are tailored to our three reportable segments:
The Treatment Segment (“Treatment”), the Services Segment (“Services”), and the Medical Segment
(“Medical”). Our Medical Segment has not generated any revenue and all costs incurred are included within
R&D:
Below are the results of continuing operations for our years ended December 31, 2016 and 2015 (amounts
in thousands):
(Consolidated)
Net revenues
Cost of goods sold
Gross profit
Selling, general and administrative
Research and development
Loss (gain) on disposal of property and equipment
Impairment loss on tangible assets
Impairment loss on intangible assets
(Loss) income from operations
Interest income
Interest expense
Interest expense – financing fees
Other
(Loss) income from continuing operations before taxes
Income tax (benefit) expense
Loss from continuing operations
$
2016
51,219
44,135
7,084
10,724
2,046
2
1,816
8,288
(15,792)
110
(489)
(108)
22
(16,257)
(2,994)
%
100.0
86.2
13.8
20.9
4.0
3.5
16.2
(30.8)
.2
(.9)
(.2)
(31.7)
(5.8)
$
2015
62,383
48,032
14,351
10,996
2,302
(80)
1,133
53
(489)
(228)
11
480
543
$
(13,263)
(25.9)
$
(63)
%
100.0
77.0
23.0
17.6
3.7
(.1)
1.8
.1
(.8)
(.3)
.8
.9
(.1)
Summary - Years Ended December 31, 2016 and 2015
Net Revenue
Consolidated revenues from continuing operations decreased $11,164,000 for the year ended December 31,
2016, compared to the year ended December 31, 2015, as follows:
21
(In thousands)
Treatment
Government waste
Hazardous/non-hazardous
Other nuclear waste
Total
Services
Nuclear
Technical
Total
Total
2016
%
Revenue
%
2015
Revenue Change
%
Change
$
21,433
4,511
6,309
32,253
17,035
1,931
18,966
41.9
8.8
12.3
63.0
33.2
3.8
37.0
$
30,130
4,344
6,844
41,318
18,743
2,322
21,065
48.2
7.0
11.0
66.2
30.0
3.8
33.8
$
(8,697)
167
(535)
(9,065)
(1,708)
(391)
(2,099)
(28.9)
3.8
(7.8)
(21.9)
(9.1)
(16.8)
(10.0)
$
51,219
100.0
$
62,383
100.0
$
(11,164)
(17.9)
Net Revenue
Treatment Segment revenue decreased $9,065,000 or 21.9% for the year ended December 31, 2016 over the
same period in 2015. The revenue decrease was primarily due to lower revenue generated from government
customers of approximately $8,697,000 or 28.9% due to lower waste volume. Our Services Segment
revenue decreased by $2,099,000 or 10.0%. Our Services Segment revenues are project based; as such, the
scope, duration and completion of each project varies. As a result, our Services Segment revenues are
subject to differences relating to timing and project value.
Cost of Goods Sold
Cost of goods sold decreased $3,897,000 for the year ended December 31, 2016, as compared to the year
ended December 31, 2015, as follows:
(In thousands)
Treatment
Services
Total
2016
$ 28,238
15,897
$ 44,135
%
Revenue
87.6
83.8
86.2
2015
$ 30,408
17,624
$ 48,032
%
Revenue
73.6
83.7
77.0
Change
$ (2,170)
(1,727)
(3,897)
$
Cost of goods sold for the Treatment Segment decreased by $2,170,000 or approximately 7.1%. Included in
the cost of goods sold is a write-off of approximately $587,000 in prepaid fees recorded in the second
quarter of 2016 resulting from the impairment of certain equipment at our M&EC facility. Such fees were
incurred for emission performance testing certification requirements as mandated by the state (see
“Overview” under this “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” for further details of transactions recorded during the second quarter of 2016 due to pending
shut down of our M&EC facility). Excluding this write-off, cost of goods sold for the Treatment Segment
decreased by approximately $2,757,000 or 9.1% primarily due to lower revenue. We incurred lower
disposal, transportation, lab, and material and supplies costs totaling approximately $2,279,000. Our overall
fixed costs were lower by approximately $478,000 resulting from the following: salaries and payroll related
expenses were lower by approximately $399,000 resulting from lower headcount; general expenses were
lower by approximately $307,000 in various categories as we continue to streamline our costs; maintenance
costs were lower by approximately $395,000. In the prior period of 2015, we incurred higher costs in
connection with the maintenance of certain buildings and equipment. The lower fixed costs described
above were partially offset by higher depreciation expense of approximately $506,000 primarily due the re-
evaluation of the estimated useful lives of M&EC facility’s remaining tangible assets conducted during the
second quarter of 2016 due to the pending shut down of the facility and higher regulatory expenses of
approximately $117,000. Services Segment cost of goods sold decreased $1,727,000 or 9.8% primarily due
to lower labor and travel expenses totaling approximately $1,302,000 and lower material and supplies
expenses by approximately $566,000. The decrease was partially offset by higher disposal/transportation
22
costs of approximately $134,000. Included within cost of goods sold is depreciation and amortization
expense of $4,002,000 and $3,548,000 for the twelve months ended December 31, 2016, and 2015,
respectively.
Gross Profit
Gross profit for the year ended December 31, 2016, was $7,267,000 lower than 2015, as follows:
(In thousands)
Treatment
Services
Total
2016
$ 4,015
3,069
$ 7,084
%
Revenue
12.4
16.2
13.8
2015
$ 10,910
3,441
$ 14,351
%
Revenue
26.4
16.3
23.0
Change
$ (6,895)
(372)
(7,267)
$
Treatment Segment gross profit decreased $6,895,000 or 63.2% and gross margin decreased to 12.4% from
26.4%. Excluding the write-off of the $587,000 in prepaid fees resulting from the impairment of certain
equipment at our M&EC subsidiary as discussed above, Treatment Segment gross profit decreased
$6,308,000 or 57.8% and gross margin decreased to 14.3% from 26.4% primarily due to decreased revenue
from lower waste volume and the impact of our fixed costs. In the Services Segment, the decrease in gross
profit of $372,000 or 10.8% was primarily due to the decrease in revenue. Gross margin remained constant.
As discussed previously, our overall Services Segment gross margin is impacted by our current projects
which are competitively bid on and will therefore, have varying margin structures.
SG&A
SG&A expenses decreased $272,000 for the year ended December 31, 2016, as compared to the
corresponding period for 2015, as follows:
(In thousands)
Administrative
Treatment
Services
Total
2016
$
4,919
3,506
2,299
10,724
$
%
Revenue
10.9
12.1
20.9
2015
$
5,045
3,721
2,230
10,996
$
%
Revenue
9.0
10.6
17.6
Change
$
(126)
(215)
69
(272)
$
The decrease in administrative SG&A was primarily the result of lower outside services expenses by
approximately $105,000 resulting from fewer consulting/business/legal matters. Bonus/incentive expenses
were lower by approximately $214,000 as our executive officers earned a total of approximately $214,000
in compensation under the Management Incentive Plans (“MIPs”) in 2015 and no compensation was earned
under any of the MIPs in 2016. In addition, general expenses were lower by approximately $34,000 in
various categories. The decrease was partially offset by higher amortization expense of approximately
$40,000 resulting from the write-off of a patent and higher salaries and payroll related expenses of
approximately $187,000 resulting from the hiring of our new executive vice president in the second quarter
of 2016. Treatment SG&A was lower primarily due to lower marketing expenses by approximately
$100,000 due to fewer tradeshows. Total payroll related and travel expenses were lower by approximately
$50,000 and general expenses were lower by approximately $70,000 in various categories as we continue
our efforts towards reducing costs. The increase in SG&A in the Services Segment was primarily due to
higher payroll expenses of approximately $271,000 incurred primarily in the first half of 2016 related to
bids and proposal work for potential projects. The increase was partially offset by lower outside services
expenses by approximately $161,000 from fewer consulting/legal/business matters and lower amortization
expenses by approximately $42,000 as a certain amortizable intangible asset became fully amortized in June
2015. Included in SG&A expenses is depreciation and amortization expense of $163,000 and $169,000 for
the twelve months ended December 31, 2016 and 2015, respectively.
R&D
R&D expenses decreased $256,000 for the year ended December 31, 2016, as compared to the
corresponding period of 2015 as follows:
23
(In thousands)
Administrative
Treatment
Services
PF Medical
Total
2016
$
15
504
38
1,489
2,046
$
2015
$
9
179
2,114
2,302
$
Change
$
6
325
38
(625)
(256)
$
R&D costs consist primarily of employee salaries and benefits, laboratory costs, third party fees, and other
related costs associated with the development of new technologies and technological enhancement of new
potential waste treatment processes. The decrease in R&D costs for 2016 as compared to 2015 was
primarily due to reduced R&D performed by our Medical Segment. The decrease was partially offset
primarily by increase in R&D costs incurred by our Treatment Segment for enhancement of treatment
processes.
Interest Expense
No changes were noted in interest expense for the twelve months ended December 31, 2016 as compared to
the corresponding period of 2015. Interest expense for 2016 included a $68,000 loss on debt extinguishment
incurred in the first quarter of 2016 as a result of the amendment dated March 24, 2016 that we entered into
with our lender which extended the due date of our credit facility, among other things, to March 24, 2021.
Excluding this $68,000 loss on debt extinguishment, the decrease in interest expense was primarily due to
lower interest from our declining term loan balance and lower interest from the declining $3,000,000 loan
dated August 2, 2013, which was paid in full by us in August 2016. The decrease was partially offset by
higher interest from higher average revolver loan balance outstanding in 2016.
Interest Expense- Financing Fees
Interest expense-financing fees decreased approximately $120,000 for the twelve months ended December
31, 2016 as compared to the corresponding period of 2015. The decrease was primarily due to lower
monthly amortized financing fees resulting from our amended credit facility pursuant to the amendment
dated March 24, 2016 as discussed above.
Income Taxes
We had income tax benefit of $2,994,000 and income tax expense of $543,000 for continuing operations for
the years ended December 31, 2016 and 2015, respectively. The Company’s effective tax rates were
approximately 18.4% and 113.1% for the twelve months ended December 31, 2016 and 2015, respectively.
Our income tax benefit for the year ended 2016 was primarily the result of a tax benefit recorded in the
amount of approximately $3,203,000 resulting from the permit impairment loss recorded for the M&EC
subsidiary during the second quarter of 2016. Our income tax expense for 2015 was primarily due to
deferred tax expense related to our indefinite-lived intangibles not covered by valuation allowance.
Discontinued Operations
Our discontinued operations consist of all our subsidiaries included in our Industrial Segment which were
divested in 2011 and prior, previously closed locations, and our Perma-Fix of South Georgia, Inc. (“PFSG”)
facility which is currently undergoing closure, subject to regulatory approval.
On May 2, 2016, Perma-Fix of Michigan, Inc. (“PFMI” – a closed location) entered into an Agreement for
the sale of the property for a price of $450,000. The Agreement provides for a down payment of
approximately $75,000. After certain closing and settlement costs, PFMI received approximately $46,000.
The Agreement also provides for, among other things, the balance of the purchase price of $375,000 to be
paid by the buyer in 60 equal monthly installments of approximately $7,250, with the first payment due
June 15, 2016.
Our discontinued operations had no revenue for the twelve months ended December 31, 2016 and 2015.
We incurred net losses of $730,000 and $1,864,000 for our discontinued operations for the twelve months
ended December 31, 2016 and 2015, respectively. Our losses for the twelve months ended December 31,
24
2015 included a penalty in the amount of approximately $201,000 recorded for PFSG in connection with a
Consent Order from the Georgia Department of Natural Resources Environmental Protection Division and
an asset impairment charge of $150,000 recorded for PFMI in connection with the sale of the property as
discussed above. In addition, our net loss for the twelve months ended December 31, 2015 included
$407,000 in expenses (with $400,000 recorded as interest expenses) recorded in connection with an
arbitration award that PFSG was required to pay to a contractor hired to perform emergency response
services at our PFSG subsidiary resulting from the fire which occurred at the facility in 2013. Remaining
losses for the periods discussed above were primarily due to costs incurred in the administration and
continued monitoring of our discontinued operations.
Liquidity and Capital Resources
Our 2016 financial results were negatively impacted by certain waste treatment shipments which we
expected to receive during 2016 but were delayed by certain governmental customers. Although we saw
receipt of certain of these delayed shipments in the fourth quarter of 2016, we expect to receive the
remaining delayed waste shipments within the first nine months of 2017. Our 2016 financial results were
also impacted by certain non-cash impairment losses, write-offs and accruals which were recorded during
the second quarter of 2016 in connection with our decision to shut down the facility by January 2018.
However, with this pending shut down of the M&EC facility, we expect to benefit from reductions in
certain operating costs. In addition, we are in the process of transitioning waste shipments and operational
capabilities from our M&EC facility to our other Treatment Segment facilities, subject to customer
requirements and regulatory approvals.
Our cash flow requirements during 2016 consisted of general working capital needs, scheduled payments on
our debt obligations, remediation projects and planned capital expenditures and were financed primarily by
our operations and credit facility availability. We continue to explore all sources of increasing revenue. We
are continually reviewing operating costs and are committed to further reducing operating costs to bring
them in line with revenue levels, when necessary.
Our cash flow requirements for 2017 and into the first quarter of 2018 will consist primarily of general
working capital needs, scheduled principal payments on our debt obligations, remediation projects, planned
capital expenditures, and closure spending requirements in the amount of approximately $3,058,000 (of
which approximately $2,177,000 will be required in 2017) in connection with the pending shut down of our
M&EC facility. We plan to fund these requirements from our operations, our credit facility availability, and
the finite risk sinking funds that we expect to receive in connection with our Perma-Fix Northwest Richland,
Inc. (“PFNWR”) financial assurance policy (see a discussion of the pending receipt of the finite risk sinking
funds related to our PFNWR financial assurance policy in “Investing Activities” below). We continue to
explore all sources of increasing revenue. We are continually reviewing operating costs and are committed
to further reducing operating costs to bring them in line with revenue levels, when necessary. Although
there are no assurances, we believe that our cash flows from operations, our available liquidity from our
credit facility, and the finite risk sinking funds that we expect to receive are sufficient to fund our Treatment
and Services Segment operations for at least the next twelve months and beyond.
The following table reflects the cash flow activity for the year ended December 31, 2016 and the
corresponding period of 2015:
(In thousands)
Cash provided by operating activities of continuing operations
Cash used in operating activities of discontinued operations
Cash used in investing activities of continuing operations
Proceeds from sale of property of discontinued operations
Cash used in financing activities of continuing operations
Effect of exchange rate changes on cash
Decrease in cash
25
2016
2015
$
$
1,063
(959)
(499)
84
(956)
(5)
(1,272)
1,744
(2,862)
(492)
(530)
(105)
(2,245)
$
$
As of December 31, 2016, we were in a net borrowing position (revolving credit) of approximately
$3,803,000. At December 31, 2016, we had cash on hand of approximately $163,000, which presents
primarily account balances for our foreign subsidiaries.
Operating Activities
Accounts receivable (including Accounts receivable – non-current), net of allowances for doubtful accounts,
totaled $8,917,000 at December 31, 2016, a decrease of $756,000 from the December 31, 2015 balance of
$9,673,000. The decrease was primarily due to lower revenue and the timing of accounts receivable
collections due to the variety of payment terms we offer to our customers.
Accounts payable, totaled $4,244,000 at December 31, 2016, a decrease of $1,865,000 from the December
31, 2015 balance of $6,109,000. The decrease was primarily due to reduced payables resulting from lower
revenue and the pay down of our accounts payable. Also, we continue to manage payment terms with our
vendors to maximize our cash position throughout all segments.
Disposal/transportation accrual as of December 31, 2016, totaled $1,390,000, an increase of $283,000 over
the December 31, 2015 balance of $1,107,000. Our disposal accrual can vary based on revenue mix and the
timing of waste shipments for final disposal. During the first twelve months of 2016, we shipped less waste
for disposal.
We had working capital deficit of $2,131,000 (which included working capital of our discontinued
operations) as of December 31, 2016, as compared to working capital of $2,966,000 as of December 31,
2015. Our working capital was negatively impacted primarily by reduced revenue and the net loss we
incurred during 2016. In addition, our working capital was negatively impacted by the reclass of
approximately $2,177,000 in accrued closure costs from long-term to current resulting from expected
spending relating to the pending shut down of our M&EC facility.
Investing Activities
During 2016, our purchases of capital equipment totaled approximately $436,000. These expenditures were
primarily for improvements in our Treatment Segment. These capital expenditures were funded by cash
from operations. We have budgeted approximately $1,000,000 for 2017 capital expenditures for our
Treatment and Services Segments to maintain operations and regulatory compliance requirements. Certain
of these budgeted projects may either be delayed until later years or deferred altogether. We have
traditionally incurred actual capital spending totals for a given year at less than the initial budgeted amount.
We plan to fund our capital expenditures from cash from operations and/or financing. The initiation and
timing of projects are also determined by financing alternatives or funds available for such capital projects.
We have a closure policy for our PFNWR facility with American International Group, Inc. (“AIG”)
(“PFNWR policy”) which provides financial assurance to the state of Washington in the event of closure of
the PFNWR facility. As of December 31, 2016, our financial coverage under this policy stood at
approximately $7,973,000 and this PFNWR policy is collateralized by a finite risk sinking fund in the
amount of approximately $5,941,000 which is recorded in other long term assets on our Consolidated
Balance Sheets as of December 31, 2016. During the latter part of 2016, we initiated a plan to secure other
options in providing financial assurance coverage for our PFNWR facility, including acquiring a separate
bonding mechanism, which would enable us to cancel the PFNWR policy, thereby allowing for the release
of the sinking fund securing the PFNWR policy as discussed above. We are currently waiting on final
approval on the release of the PFNWR policy from Washington state regulators. Once we obtain this
release, we will cancel the PFNWR policy with AIG which would result in the release of the $5,941,000 in
sinking fund securing the PFNWR back to the Company. The new bonding mechanism in the amount of
approximately $7,000,000 (“new bond”) which is to provide financial assurance for the PFNWR facility
will require approximately $2,500,000 in collateral and will be provided for by the $5,941,000 in sinking
fund to be released by AIG. We expect this transaction to be completed by the end of the second quarter of
2017. After the release of the $5,941,000 in finite sinking fund by AIG and payment of the required
collateral for the new bond, we expect to receive the approximately remaining $3,441,000 in finite sinking
funds which will be used to pay down our revolving credit.
26
Financing Activities
We are subject to an Amended and Restated Revolving Credit, Term Loan and Security Agreement (“Loan
Agreement”) with PNC National Association (“PNC”), acting as agent and lender. The Loan Agreement, as
subsequently amended prior to the March 24, 2016 amendment discussed below (“Amended Loan
Agreement”), provided us with the following credit facility: (a) up to $12,000,000 revolving line of 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 $16,000,000, which required monthly installments of
approximately $190,000 (based on a seven-year amortization).
Under the Amended Loan Agreement, we had the option of paying an annual rate of interest due on the
revolving credit at prime 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%.
On March 24, 2016, we entered into an amendment to the Amended Loan Agreement with PNC which
provided, among other things, the following (the amendment, together with the Amended Loan Agreement
is collectively known as the “Revised Loan Agreement”):
•
•
•
•
•
extended the due date of our credit facility from October 31, 2016 to March 24, 2021 (“maturity
date”);
amended the term loan to approximately $6,100,000, which requires monthly payments of $101,600
(based on a five-year amortization) and which approximated the term loan balance under the
existing credit facility at the date of the amendment. The revolving credit remains at up to
$12,000,000 (subject to the amount of borrowings based on a percentage of eligible receivables as
previously defined under the Amended Loan Agreement);
released $1,000,000 of the $1,500,000 borrowing availability restriction that the lender had
previously placed on us in connection with the insurance settlement proceeds received in 2014 by
our PFSG facility. Our lender had authorized us to use such proceeds for working capital purposes
but had placed an indefinite reduction on our borrowing availability of $1,500,000;
revised the interest payment options to paying an annual rate of interest due on the revolving credit
at prime plus 1.75% or LIBOR plus 2.75% and the term loan at prime plus 2.25% or LIBOR plus
3.25%; and
revised our annual capital spending maximum limit from $6,000,000 to $3,000,000.
In connection with the March 24, 2016 amendment, we paid our lender total closing fees of approximately
$72,000. As a result of the amendment dated March 24, 2016, we recorded approximately $68,000 in loss
on extinguishment of debt in accordance with ASC 470-50, “Debt – Modifications and Extinguishments,”
which was included in interest expense in the accompanying Consolidated Statements of Operations.
Pursuant to the Revised Loan Agreement, we may terminate the Revised Loan Agreement upon 90 days’
prior written notice upon payment in full of our obligations under the Revised Loan Agreement. We have
agreed to pay PNC 1.0% of the total financing in the event we pay off our obligations on or before March
23, 2017, .50% of the total financing if we pay off our obligations after March 23, 2017 but prior to or on
March 23, 2018, and .25% of the total financing if we pays off our obligations after March 23, 2018 but
prior to or on March 23, 2019. No early termination fee shall apply if we pay off our obligations after
March 23, 2019.
Our credit facility with our lender contains certain financial covenants, along with customary
representations and warranties. A breach of any of these financial covenants, unless waived by our lender,
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
following table illustrates the quarterly financial covenant requirements under our credit facility as of
27
December 31, 2016.
(Dollars in thousands)
Senior Credit Facility
Quarterly
Requirement
1st Quarter
Actual
2nd Quarter
Actual
3rd Quarter
Actual
4th Quarter
Actual
Fixed charge coverage ratio
Minimum tangible adjusted net worth
1.15:1
$30,000
(1)
0.91:1
$40,539
0.64:1
$32,150
0.06:1
$30,706
4.03:1
$30,871
(1) Effective with the third quarter of 2016, minimum tangible adjusted net worth was reduced to $26,000
(see below for further details)
We failed to meet our minimum quarterly fixed charge coverage ratio (“FCCR”) requirement of 1.15:1 in
the first quarter of 2016. On May 23, 2016, our lender waived this non-compliance. In connection with this
waiver, we paid PNC a fee of $5,000. We met our financial covenant requirements in the second quarter of
2016 except for our quarterly FCCR requirement. On August 22, 2016, we entered into an amendment to
the Revised Loan Agreement with our lender which waived our non-compliance with the minimum
quarterly FCCR for the second quarter of 2016. In addition, the amendment revised the methodology to be
used in calculating the FCCR in the third quarter of 2016, the fourth quarter of 2016 and the first quarter of
2017. This amendment also revised our minimum Tangible Adjusted Net Worth requirement (as defined in
the Revised Loan Agreement) from $30,000,000 to $26,000,000. In connection with this amendment, we
paid PNC a fee of $25,000. We failed to meet our quarterly FCCR requirement for the third quarter of 2016
due in large part, to the decrease in revenues sustained by our Treatment Segment as a result of delays in
certain waste shipments that we expected to receive during the third quarter of 2016. On November 17,
2016, we entered into another amendment to our Revised Loan Agreement with our lender. This
amendment included the following:
• waived our non-compliance with the minimum quarterly FCCR for the third quarter of 2016;
•
further revised the methodology to be used in calculating the FCCR as follows (with continued
requirement to maintain a minimum 1:15:1 ratio in each of the quarters): FCCR for the fourth
quarter of 2016 is to be calculated using the financial results for the three month period ending
December 31, 2016; FCCR for first quarter of 2017 is to be calculated using financial results for the
six month period ending March 31, 2017; FCCR for second quarter of 2017 is to be calculated using
the financial results for the nine month period ending June 30, 2017; and FCCR for the third quarter
of 2017 and each fiscal quarter thereafter is to be calculated using the financial results for a trailing
twelve month period basis;
•
• placed an immediate additional restriction on our borrowing availability of $750,000, in addition to
the restriction on our borrowing availability of $500,000 which had been previously placed by our
lender; and
revised the interest payment options to paying an annual rate of interest due on the revolving credit
at prime plus 2% or LIBOR plus 3% and the term loan at Prime plus 2.5% or LIBOR plus 3.5%.
Such interest payment option will automatically revert back to interest payment options as revised
on the March 24, 2016 amendment (see the March 24, 2016 amendment that we entered into with
our lender above) if we are able to attain minimally a FCCR of 1:15:1, as calculated using a trailing
twelve month period, subsequent to any quarters after the third quarter of 2016.
As of December 31, 2016, the availability under our revolving credit was $1,748,000, based on our eligible
receivables and includes the remaining indefinite reduction of borrowing availability of $1,250,000 as
discussed above.
Pursuant to the November 17, 2016 amendment discussed above, our lender also established a “Condition
Subsequent” which requires us to receive restricted cash released from a finite risk sinking fund in
connection with our PFNWR subsidiary’s closure policy (see “Investing Activities” above for further
discussion of the finite risk sinking funds in connection with our PFNWR facility). Immediately upon the
receipt of the funds, our lender will immediately place another $750,000 restriction on our borrowing
availability resulting in a total of $2,000,000 restriction on our borrowing availability.
28
All other terms of the Revised Loan Agreement remain principally unchanged. In connection with this
amendment, we paid our lender a fee of $25,000. We met our quarterly financial covenant requirements for
the fourth quarter of 2016 and we expect to meet our quarterly financial covenant requirements in 2017;
however, in the event that we fail to meet any of our quarterly financial covenant requirements in 2017 and
our lender does not waive the non-compliance or further revise our covenant so that we are in compliance,
our lender could accelerate the repayment of borrowings under our credit facility. In the event that our
lender accelerates the payment of our borrowings, we may not have sufficient liquidity to repay our debt
under our credit facility and other indebtedness.
Upon the receipt of the finite risk sinking funds (net of the required collateral for the new bond) relating to
our PFNWR facility, which is expected to occur by the end of the second quarter of 2017 as discussed
above (see “Investing Activities” above), our borrowing availability will increase by approximately
$2,691,000 which will include the additional $750,000 restriction that our lender will place on our
borrowing availability pursuant to the “Condition Subsequent” clause as noted in the November 17, 2016
amendment as discussed above.
We entered into a $3,000,000 loan dated August 2, 2013 with Messrs. Robert Ferguson and William
Lampson (each known as the “Lender”) which was repaid in full by us in August 2016. Mr. Ferguson serves
as an advisor to our Board of Directors (“Board”) and is also a member of the Supervisory Board of PF
Medical, our majority-owned Polish subsidiary (see “Related Party Transactions – Mr. Robert Ferguson”).
The loan was unsecured with a term of three years with interest payable at a fixed interest rate of 2.99% per
annum. The loan required monthly payments of accrued interest only during the first year of the loan and
monthly payments of $125,000 in principal plus accrued interest for the second and third year of the loan.
As consideration for us receiving the loan, we issued to each Lender a Warrant to purchase up to 35,000
shares of the Company’s Common at an exercise price of $2.23 per share. On August 2, 2016, each Lender
exercised his Warrant for the purchase of 35,000 shares of our Common Stock, resulting in total proceeds
paid to us of approximately $156,000. As further consideration for the loan, we had also issued to each
Lender 45,000 shares of our Common Stock. The fair value of the Warrants and Common Stock and the
related closing fees incurred from this transaction were recorded as a debt discount, which has been fully
amortized using the effective interest method over the term of the loan as interest expense – financing fees.
On October 11, 2016, the Company, the Company’s majority-owned Polish subsidiary, Perma-Fix Medical
S.A (“PFMSA”) and PFMSA’s wholly-owned subsidiary, Perma-Fix Medical Corporation (“PFM
Corporation”), a Delaware corporation (“PFMSA” and “PFM Corporation” are together known as “PF
Medical”), entered into a letter of intent (“LOI”) with a private investor, subject to certain closing and other
conditions, including, but not limited to, the execution of a definitive agreement, for the purchase of
$10,000,000 of Preferred Shares in PFM Corporation at a price of $8.00 per share. The termination date of
this LOI has since expired but the parties continue to negotiate definitive agreements with the following
proposed terms, among other things, $5,000,000 to be invested by the investor at the initial closing and
$5,000,000 to be invested at the second closing which is to occur within 120 days after the initial closing.
Upon the initial closing, one half of the Preferred Shares will be issued to the investor and the remaining half
of the Preferred Shares will be issued to the investor at the second closing. The Preferred Shares of PFM
Corporation to be issued to the investor would be voting securities and, after completion of both closings,
the investor will own approximately 48.6% of PFM Corporation’s issued and outstanding voting securities
and PFMSA will own the balance of PFM Corporation’s voting securities. At each closing, subject to certain
terms and conditions, the investor would also receive a 48-month warrant to purchase up to 468,750 shares
of PFM Corporation’s common stock at an exercise price of $9.00 for each share. In addition, at the initial
closing, we would receive a 48 month warrant, subject to certain terms and conditions, to purchase up to
183,606 shares of PFM Corporation’s common stock at an exercise price of $14.00 per share. Further, we
would be repaid $500,000 of the amounts owed to it by the Medical Segment within 30 days after the initial
closing and the remaining balance (which stands at approximately $1,962,000 at December 31, 2016) within
120 days after the initial closing.
If the above-described funding transaction is consummated, the LOI provides that the Board of Directors of
PFM Corporation shall consist of seven directors. Two of the directors shall be nominees of the investor,
29
two of the directors shall be nominees of the Company, one director shall be a nominee of another
stockholder of PFMSA, and two independent directors shall be nominees of the PFM Corporation board.
Off Balance Sheet Arrangements
We have a number of routine operating leases, primarily related to office space rental, office equipment
rental and equipment rental for contract projects as of December 31, 2016, which total approximately
$878,000, payable as follows: $700,000 in 2017 with the remaining $178,000 in 2018.
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. As of December 31, 2016, the
total amount of these bonds and letters of credit outstanding was approximately $1,514,000, of which the
majority of the amount relates to various bonds. Our Treatment Segment facilities operate under licenses
and permits that require financial assurance for closure and post-closure costs. We provide for these
requirements through financial assurance policies. As of December 31, 2016, the closure and post-closure
requirements for these facilities were approximately $37,136,000 which included a reduction in financial
assurance requirement of approximately $9,711,000 for our DSSI subsidiary made in the fourth quarter of
2016. We have recorded approximately $21,487,000 in a sinking funds related to these policies in other
long term assets on the accompanying Consolidated Balance (See “Liquidity and Capital Resources -
Investing Activities” above for our plan to replace the financial assurance closure policy for our PFNWR
facility with a new bonding mechanism and the related sinking funds for the PFNWR financial assurance
closure policy).
Critical Accounting Policies
In preparing the consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America (“US GAAP”), management makes estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements, as well as, the reported amounts of revenues and expenses during the
reporting period. We believe the following critical accounting policies affect the more significant estimates
used in preparation of the consolidated financial statements:
Revenue Recognition Estimates. We utilize a performance based methodology for purposes of revenue
recognition in our Treatment Segment. As we accept more complex waste streams in this segment, the
treatment of those waste streams becomes more complicated and time consuming. We have continued to
enhance our waste tracking capabilities and systems, which has enabled us to better match the revenue
earned to the processing phases achieved using a proportional performance method. The major processing
phases are receipt, treatment/processing and shipment/final disposition. Upon receiving various wastes we
recognize a certain percentage (generally ranging from 9.0% to 33%) of revenue as we incur costs for
transportation, analyses and labor associated with the receipt of mixed waste. As the waste is processed,
shipped and disposed of, we recognize the remaining revenue and the associated costs of transportation and
burial where applicable. We review and evaluate our revenue recognition estimates and policies on an
annual basis.
For our Services Segment, revenues on services are performed under time and material, fixed price, and
cost-reimbursement contracts. Revenues and costs associated with fixed price contracts are recognized using
the percentage of completion (efforts expended) method. We estimate our percentage of completion based
on attainment of project milestones. Revenues and costs associated with time and material contracts are
recognized as revenue when earned and costs are incurred.
Under cost-reimbursement contracts, we are reimbursed for costs incurred plus a certain percentage markup
for indirect costs, in accordance with contract provisions. Costs incurred in excess of contract funding may
be renegotiated for reimbursement. We also earn a fee based on the approved costs to complete the contract.
We recognize this fee using the proportion of costs incurred to total estimated contract costs.
Contract costs include all direct labor, material and other non-labor costs and those indirect costs related to
contract support, such as depreciation, fringe benefits, overhead labor, supplies, tools, repairs and equipment
rental. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses
30
are determined. Changes in job performance, job conditions and estimated profitability, including those
arising from contract penalty provisions and final contract settlements, may result in revisions to costs and
income and are recognized in the period in which the revisions are determined.
Allowance for Doubtful Accounts. The carrying amount of accounts receivable is reduced by an allowance
for doubtful accounts, which is a valuation allowance that reflects management's best estimate of the
amounts that are uncollectible. We regularly review all accounts receivable balances that exceed 60 days
from the invoice date and, based on an assessment of current credit worthiness, estimate the portion, if any,
of the balances that are uncollectible. Specific accounts that are deemed to be uncollectible are reserved at
100% of their outstanding balance. The remaining balances aged over 60 days have a percentage applied by
aging category (5% for balances 61-90 days, 20% for balances 91-120 days and 40% for balances over 120
days aged), based on a historical collections patterns, that allows us to calculate the total allowance required.
This allowance was approximately 0.5% of revenue for 2016 and 3.0% of accounts receivable as of
December 31, 2016. Additionally, this allowance was approximately 2.4% of revenue for 2015 and 13.2%
of accounts receivable as of December 31, 2015.
Intangible Assets. Intangible assets consist primarily of the recognized value of the permits required to
operate our business. We continually monitor the propriety of the carrying amount of our permits to
determine whether current events and circumstances warrant adjustments to the carrying value.
Indefinite-lived intangible assets are not amortized but are reviewed for impairment annually as of October
1, or when events or changes in the business environment indicate that the carrying value may be impaired.
If the fair value of the asset is less than the carrying amount, we perform a quantitative test to determine the
fair value. The impairment loss, if any, is measured as the excess of the carrying value of the asset over its
fair value. Significant judgments are inherent in these analyses and include assumptions for, among other
factors, forecasted revenue, gross margin, growth rate, operating income, timing of expected future cash
flows, and the determination of appropriate long term discount rates.
During the second quarter of 2016, based on our analysis, we fully impaired the permit value of
approximately $8,288,000 for our M&EC subsidiary as a result of our decision to shut down the M&EC
facility by January 2018. We performed impairment testing of our remaining permits related to our
Treatment reporting unit as of October 1, 2016 and determined there was no impairment. Impairment testing
of our permits related to our Treatment reporting unit as of October 1, 2015 also resulted in no impairment
charges.
Intangible assets that have definite useful lives are amortized using the straight-line method over the
estimated useful lives (with the exception of customer relationships which are amortized using an
accelerated method) and are excluded from our annual intangible asset valuation review as of October 1. We
have one definite-lived permit which was excluded from our annual impairment review as noted above. The
net carrying value of this one definite-lived permit as of December 31, 2016 and 2015 was approximately
$117,000 and $172,000, respectively. Intangible assets with definite useful lives are also tested for
impairment whenever events or changes in circumstances indicate that the asset’s carrying value may not be
recoverable.
Accrued Closure Costs and Asset Retirement Obligations (“ARO”). Accrued closure costs represent our
estimated environmental liability to clean up our facilities as required by our permits, in the event of
closure. Accounting Standards Codification (“ASC”) 410, “Asset Retirement and Environmental
Obligations” requires that the discounted fair value of a liability for an ARO be recognized in the period in
which it is incurred with the associated ARO capitalized as part of the carrying cost of the asset. The
recognition of an ARO requires that management make numerous estimates, assumptions and judgments
regarding such factors as estimated probabilities, timing of settlements, material and service costs, current
technology, laws and regulations, and credit adjusted risk-free rate to be used. This estimate is inflated,
using an inflation rate, to the expected time at which the closure will occur, and then discounted back, using
a credit adjusted risk free rate, to the present value. ARO’s are included within buildings as part of property
and equipment and are depreciated over the estimated useful life of the property. In periods subsequent to
initial measurement of the ARO, the Company must recognize period-to-period changes in the liability
31
resulting from the passage of time and revisions to either the timing or the amount of the original estimate of
undiscounted cash flow. Increases in the ARO liability due to passage of time impact net income as
accretion expense and are included in cost of goods sold in the Consolidated Statements of Operations.
Changes in the estimated future cash flows costs underlying the obligations (resulting from changes or
expansion at the facilities) require adjustment to the ARO liability calculated and are capitalized and
charged as depreciation expense, in accordance with our depreciation policy. As a result of our decision to
shut down our M&EC facility by January 2018, during the second quarter of 2016, we recorded an
additional $1,626,000 in closure liabilities with the offset to ARO.
Accrued Environmental Liabilities. We have three remediation projects in progress (all within discontinued
operations). The current and long-term accrual amounts for the projects are our best estimates based on
proposed or approved processes for clean-up. The circumstances that could affect the outcome range from
new technologies that are being developed every day to reduce our overall costs, to increased contamination
levels that could arise as we complete remediation which could increase our costs, neither of which we
anticipate at this time. In addition, significant changes in regulations could adversely or favorably affect our
costs to remediate existing sites or potential future sites, which cannot be reasonably quantified (See
“Environmental Contingencies” below for further information of these liabilities).
Disposal/Transportation Costs. We accrue for waste disposal based upon a physical count of the waste at
each facility at the end of each accounting period. Current market prices for transportation and disposal
costs are applied to the end of period waste inventories to calculate the disposal accrual. Costs are
calculated using current costs for disposal, but economic trends could materially affect our actual costs for
disposal. As there are limited disposal sites available to us, a change in the number of available sites or an
increase or decrease in demand for the existing disposal areas could significantly affect the actual disposal
costs either positively or negatively.
Stock-Based Compensation. We account for stock-based compensation in accordance with ASC 718,
“Compensation – Stock Compensation.” ASC 718 requires all stock-based payments to employees,
including grants of employee stock options, to be recognized in the income statement based on their fair
values. We use the Black-Scholes option-pricing model to determine the fair-value of stock-based awards
which requires subjective assumptions. 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 our stock over the
option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual
dividend yield. In addition, judgment is also required in estimating the amount of stock-based awards that
are expected to be forfeited.
Income Taxes. The provision for income tax is determined in accordance with ASC 740, “Income Taxes.”
As part of the process of preparing our consolidated financial statements, we are required to estimate our
income taxes in each of the jurisdictions in which we operate. We record this amount as a provision or
benefit for taxes. This process involves estimating our actual current tax exposure, including assessing the
risks associated with tax audits, and assessing temporary differences resulting from different treatment of
items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. We
assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the
extent that we believe recovery is not likely, we establish a valuation allowance. As of December 31, 2016
and 2015, we had net deferred tax assets of approximately $12,528,000 and $8,592,000, respectively (which
excludes a deferred tax liability relating to goodwill and indefinite lived intangible assets), which were
primarily related to federal and state net operating loss (“NOL”) carryforwards, impairment charges, and
closure costs. As of December 31, 2016 and 2015, we concluded that it was more likely than not that
$12,528,000 and $8,592,000 of our deferred income tax assets would not be realized, and as such, a full
valuation allowance was applied against those deferred income tax assets. Our net operating losses are
subject to audit by the Internal Revenue Services, and, as a result, the amounts could be reduced.
Known Trends and Uncertainties
Economic Conditions. Our business continues to be heavily dependent on services that we provide to
governmental clients (including the U.S. Department of Energy (“DOE”) and U.S. Department of Defense
(“DOD”)) directly as the prime contractor or indirectly for others as a subcontractor. We believe demand
32
for our services will continue to be subject to fluctuations due to a variety of factors beyond our control,
including the current economic conditions, the large budget deficit that the government is facing, and the
manner in which the government will be required to spend funding to remediate federal sites. In addition,
our governmental contracts and subcontracts relating to activities at governmental sites are generally subject
to termination or renegotiation on 30 days notice at the government’s option. Significant reductions in the
level of governmental funding or specifically mandated levels for different programs that are important to
our business could have a material adverse impact on our business, financial position, results of operations
and cash flows.
Significant Customers. Our Treatment and Services Segments have significant relationships with the federal
government, and continue to enter into contracts, directly as the prime contractor or indirectly for others as a
subcontractor, with the federal government. The contracts that we are a party to with the federal
government or with others as a subcontractor to the federal government generally provide that the
government may terminate or renegotiate the contracts on 30 days notice, at the government's election. Our
inability to continue under existing contracts that we have with the federal government (directly or
indirectly as a subcontractor) could have a material adverse effect on our operations and financial condition.
We performed services relating to waste generated by the federal government representing approximately
$27,354,000 or 53.4% of our total revenue during 2016, as compared to $36,105,000 or 57.9% of our total
revenue during 2015.
Revenue generated by one of the customers (PSC Metal, Inc.) (non-government related and excluded from
above) in the Services Segment accounted for approximately $9,763,000 or 19.1% of the total revenues
generated for the twelve months ended December 31, 2016. Project work for this customer commenced in
March 2016 and was completed in December 2016. Revenue generated by another customer (Prologis
Teterboro, LLC) (non-government related and excluded from above) in the Services Segment accounted for
$10,686,000 or 17.1% of the total revenues generated for the twelve months ended December 31, 2015.
Project work for this customer was completed in December 2015.
As our revenues are event/project based where the completion of one contract with a specific customer may
be replaced by another contract with a different customer from year to year, we do not believe the loss of one
specific customer from one year to the next will generally have a material adverse effect on our operations
and financial condition.
Environmental Contingencies
We are engaged in the waste management services segment of the pollution control industry. As a
participant in the on-site treatment, storage and disposal market and the off-site treatment and services
market, we are subject to rigorous federal, state and local regulations. These regulations mandate strict
compliance and therefore are a cost and concern to us. Because of their integral role in providing quality
environmental services, we make every reasonable attempt to maintain complete compliance with these
regulations; however, even with a diligent commitment, we, along with many of our competitors, may be
required to pay fines for violations or investigate and potentially remediate our waste management facilities.
We routinely use third party disposal companies, who ultimately destroy or secure landfill residual materials
generated at our facilities or at a client's site. In the past, numerous third party disposal sites have
improperly managed waste and consequently require remedial action; consequently, any party utilizing
these sites may be liable for some or all of the remedial costs. Despite our aggressive compliance and
auditing procedures for disposal of wastes, we could further be notified, in the future, that we are a
potentially responsible party (“PRP”) at a remedial action site, which could have a material adverse effect.
We have three remediation projects, which are currently in progress at our Perma-Fix of Dayton, Inc.
(“PFD”), Perma-Fix of Memphis, Inc. (“PFM” – closed location), and PFSG (in closure status) subsidiaries.
The Company divested PFD in 2008; however, the environmental liability of PFD was retained by the
the
Company upon
removal/remediation of contaminated soil and, in most cases, the remediation of surrounding ground water.
The remediation activities are closely reviewed and monitored by the applicable state regulators. While no
33
remediation projects principally entail
the divestiture of PFD. These
assurances can be made that we will be able to do so, we expect to fund the expenses to remediate these
sites from funds generated internally.
At December 31, 2016, we had total accrued environmental remediation liabilities of $925,000, of which
$677,000 are recorded as a current liability, which reflects an increase of $25,000 from the December 31,
2015 balance of $900,000. The net increase of $25,000 represents payments on remediation projects at
PFSG and an increase to the reserve of approximately $66,000 at PFD due to reassessment of the
remediation reserve.
Related Party Transactions
Mr. David Centofanti
Mr. David Centofanti serves as our Vice President of Information Systems. For such position, he received
annual compensation of $168,000 for each of the years 2016 and 2015. Mr. David Centofanti is the son of
our Chief Executive Officer (“CEO”), President and a Board member, Dr. Louis F. Centofanti. We believe
the compensation received by Mr. Centofanti for his technical expertise which he provides to us is
competitive and comparable to compensation we would have to pay to an unaffiliated third party with the
same technical expertise.
Mr. Robert L. Ferguson
Mr. Robert L. Ferguson serves as an advisor to our Board and is also a member of the Supervisory Board of
PF Medical, our majority-owned Polish subsidiary. Mr. Ferguson previously served as a member of our
Board from June 2007 to February 2010 and again from August 2011 to September 2012. As an advisor to
our Board, Mr. Ferguson is paid $4,000 monthly plus reasonable expenses. For such services, Mr. Ferguson
received compensation of approximately $59,000 and $58,000 for the years ended December 31, 2016 and
2015, respectively. On August 2, 2013, we completed a lending transaction with Messrs. Robert Ferguson
and William Lampson (“collectively, the “Lenders”), whereby we borrowed from the Lenders the sum of
$3,000,000 (which was paid off by us in August 2016) pursuant to the terms of a Loan and Security
Purchase Agreement and promissory note (the “Loan”) (see further details and terms of this Loan in this
“MD&A – Liquidity and Capital Resources - Financing Activities”).
Mr. John Climaco
On June 2, 2015, Mr. Climaco, a current member of our Board, was elected as the Executive Vice President
(“EVP”) of PF Medical. As EVP of PF Medical, Mr. Climaco receives an annual salary of $150,000 and is
not eligible to receive compensation for serving on our Board.
Mr. Climaco previously had a consulting agreement with us effective September 2014 (approved by the
Board with Mr. Climaco abstaining) to perform certain consulting functions for us as determined by the
Board, including review of operating and accounting functions, strategic opportunity and other initiatives,
and the development of our medical isotope production technology. The consulting agreement was
terminated effective June 2, 2015 upon Mr. Climaco’s election as EVP of PF Medical. Mr. Climaco was
paid $22,000 per month under the consulting agreement and received approximately $117,000 in 2015 for
his services under the consulting agreement.
Mr. Climaco is also a Director of Digirad Corporation, a publicly held company the common stock of which
is listed on the Nasdaq (“Digirad”). On July 24, 2015, PF Medical and Digirad entered into a multi-year Tc-
99m Supplier Agreement (the “Supplier Agreement”) and a Series F Stock Subscription Agreement (the
“Subscription Agreement” and, together with the “Supplier Agreement”, the “Digirad Agreements”). The
Supplier Agreement became effective upon the completion of the Subscription Agreement. Pursuant to the
terms of the Digirad Agreements, Digirad purchased, in a private placement, 71,429 shares of PF Medical’s
restricted Series F Stock for an aggregate purchase price of $1,000,000. The 71,429 share investment made
by Digirad constituted approximately 5.4% of the outstanding common shares of PF Medical. The Supplier
Agreement provides, among other things, that upon PF Medical’s commercialization of certain Tc99m
generators, Digirad will purchase agreed upon quantities of Tc-99m for its nuclear imaging operations either
directly or in conjunction with its preferred nuclear pharmacy supplier and PF Medical will supply Digirad,
or its preferred nuclear pharmacy supplier, with Tc-99m at a preferred pricing, subject to certain conditions.
34
Employment Agreements
We have employment agreements (each dated July 10, 2014 and effective for three years) with each of Dr.
Centofanti (our President and CEO) and Ben Naccarato (our Chief Financial Officer (“CFO”). Each
employment agreement provides for annual base salaries, bonuses (including Management Incentive Plan
(“MIP”) as approved by our Board), and other benefits commonly found in such agreements. In addition,
each employment agreement provides that in the event of termination of such officer without cause or
termination by the officer for good reason (as such terms are defined in the employment agreement), the
terminated officer shall receive payments of an amount equal to benefits that have accrued as of the
termination but had not yet been paid, plus an amount equal to one year’s base salary at the time of
termination. In addition, each of the employment agreements provide that in the event of a change in
control (as defined in the employment agreements), all outstanding stock options to purchase our Common
Stock granted to, and held by, the officer covered by the employment agreement to be immediately vested
and exercisable. Mr. John Lash, our previous Chief Operating Officer (“COO”) who retired from the
position effective September 30, 2016 and who remained a part-time employee through December 31, 2016,
also had an employment agreement dated July 10, 2014 with substantially the same provisions as described
above. Upon Mr. Lash’s resignation as COO effective September 30, 2016, his employment agreement also
terminated. No amount was payable under Mr. Lash’s employment agreement upon his resignation as
COO.
On January 19, 2017, our Compensation and Stock Option Committee (“Compensation Committee”) and
the Board approved, and we entered into, an employment agreement (the “EVP/COO Employment
Agreement”) with Mr. Mark Duff, EVP/COO. Upon Mr. Lash’s retirement as COO effective September 30,
2016 as discussed above, Mr. Duff assumed the additional position of COO and continues his position as
our EVP. The EVP/COO Employment Agreement is effective June 11, 2016 (Mr. Duff’s effective date of
employment as EVP) and has a term of three years. The EVP/COO Employment Agreement provides
substantially the same provisions as the employment agreements described above for the CEO and CFO.
MIPs
On January 19, 2017, our Board and Compensation Committee approved individual MIPs for our CEO,
EVP/COO, and CFO. The MIPs are effective January 1, 2017. Each MIP provides guidelines for the
calculation of annual cash incentive based compensation, subject to Compensation Committee oversight and
modification. Each MIP awards cash compensation based on achievement of performance thresholds, with
the amount of such compensation established as a percentage of base salary. The potential target
performance compensation ranges from 5% to 100% of the 2017 base salary for the CEO ($13,962 to
$279,248), 5% to 100% of the 2017 base salary for the EVP/COO ($13,350 to $267,000), and 5% to 100%
of the 2017 base salary for the CFO ($11,033 to $220,667).
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required under Regulation S-K for smaller reporting companies.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking Statements
Certain statements contained within this report may be deemed "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (collectively, the "Private Securities Litigation Reform Act of 1995").
All statements in this report other than a statement of historical fact are forward-looking statements that are
subject to known and unknown risks, uncertainties and other factors, which could cause actual results and
performance of the Company to differ materially from such statements. The words "believe," "expect,"
"anticipate," "intend," "will," and similar expressions identify forward-looking statements. Forward-looking
statements contained herein relate to, among other things,
• demand for our services;
• ability to achieve profitability;
35
• continue to focus on expansion into both commercial and international markets to increase revenues;
• reductions in the level of government funding in future years;
• ability of our Medical Segment to fund its R&D program;
• reducing operating costs;
• expect to meet our quarterly financial covenant requirements in 2017;
• cash flow requirements;
• government funding for our services;
• may not have liquidity to repay debt if our lender accelerates payment of our borrowings;
• our cash flows from operations and our available liquidity from our credit facility are sufficient to
service our Treatment and Services Segments’ obligations;
• manner in which the government will be required to spend funding to remediate federal sites;
• audit by the Internal Revenue Services of our net operating losses;
• fund capital expenditures from cash from operations and/or financing;
• fund remediation expenditures for sites from funds generated internally;
• expect to receive certain delayed waste treatment shipments within the first nine months of 2017;
• compliance with environmental regulations;
• potential effect of being a PRP;
• benefits from the shut down of M&EC;
• definitive agreement for PF Medical;
• large business are more willing to team with small businesses in order to be part of these often
substantial procurements;
• permit and license requirements represent a potential barrier to entry for possible competitors;
• process backlog during periods of low waste receipts, which historically has been in the first and
fourth quarters;
• potential sites for violations of environmental laws and remediation of our facilities;
• receipt of finite sinking funds by the end of the second quarter of 2017 and the approval we expect to
receive;
• release of PFNWR policy by Washington state regulators;
• reduction in certain operating costs resulting from pending shut down of M&EC facility; and
• disposal of our waste.
While the Company believes the expectations reflected in such forward-looking statements are reasonable,
it can give no assurance such expectations will prove to have been correct. There are a variety of factors,
which could cause future outcomes to differ materially from those described in this report, including, but
not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
general economic conditions;
material reduction in revenues;
ability to meet PNC covenant requirements;
inability to collect in a timely manner a material amount of receivables;
increased competitive pressures;
inability to maintain and obtain required permits and approvals to conduct operations;
public not accepting our new technology;
inability to develop new and existing technologies in the conduct of operations;
inability to maintain and obtain closure and operating insurance requirements;
inability to retain or renew certain required permits;
discovery of additional contamination or expanded contamination at any of the sites or facilities
leased or owned by us or our subsidiaries which would result in a material increase in remediation
expenditures;
delays at our third party disposal site can extend collection of our receivables greater than twelve
months;
refusal of third party disposal sites to accept our waste;
36
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
changes in federal, state and local laws and regulations, especially environmental laws and
regulations, or in interpretation of such;
requirements to obtain permits for TSD activities or licensing requirements to handle low level
radioactive materials are limited or lessened;
potential increases in equipment, maintenance, operating or labor costs;
management retention and development;
financial valuation of intangible assets is substantially more/less than expected;
the requirement to use internally generated funds for purposes not presently anticipated;
inability to continue to be profitable on an annualized basis;
inability of the Company to maintain the listing of its Common Stock on the NASDAQ;
terminations of contracts with federal agencies or subcontracts involving federal agencies, or
reduction in amount of waste delivered to the Company under the contracts or subcontracts;
renegotiation of contracts involving the federal government;
federal government’s inability or failure to provide necessary funding to remediate contaminated
federal sites;
disposal expense accrual could prove to be inadequate in the event the waste requires re-treatment;
inability to raise capital on commercially reasonable terms;
inability to increase profitable revenue;
lender refuses to waive non-compliance or revises our covenant so that we are in compliance;
required governmental approvals to release the finite sinking funds are not obtained, or, if obtained,
are not obtained in a timely manner to receive such funds by the end of the second quarter of 2017;
and
Risk factors contained in Item 1A of this report.
37
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2016 and 2015
Consolidated Statements of Operations for the years ended
December 31, 2016 and 2015
Consolidated Statements of Comprehensive Loss for the
years ended December 31, 2016 and 2015
Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2016 and 2015
Consolidated Statements of Cash Flows for the years
ended December 31, 2016 and 2015
Notes to Consolidated Financial Statements
Page No.
39
40
42
43
44
45
46
Financial Statement Schedules
In accordance with the rules of Regulation S-X, schedules are not submitted because they are not applicable
to or required by the Company.
38
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Board of Directors and Stockholders of
Perma-Fix Environmental Services, Inc.
We have audited the accompanying consolidated balance sheets of Perma-Fix Environmental Services, Inc.
(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the
related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for
each of the two years then ended. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. We were not engaged to
perform an audit of the Company’s internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,
the financial position of Perma-Fix Environmental Services, Inc. and subsidiaries as of December 31, 2016
and 2015, and the results of their operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ GRANT THORNTON LLP
Atlanta, Georgia
March 24, 2017
39
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Amounts in Thousands, Except for Share and per Share Amounts)
2016
2015
ASSETS
Current assets:
Cash
Restricted cash
Accounts receivable, net of allowance for doubtful
accounts of $272 and $1,474, respectively
Unbilled receivables - current
Inventories
Prepaid and other assets
Current assets related to discontinued operations
Total current assets
Property and equipment:
Buildings and land
Equipment
Vehicles
Leasehold improvements
Office furniture and equipment
Construction-in-progress
Less accumulated depreciation
Net property and equipment
Property and equipment related to discontinued operations
Intangibles and other long term assets:
Permits
Other intangible assets - net
Accounts receivable - non-current
Unbilled receivables – non-current
Finite risk sinking fund
Other assets
Other assets related to discontinued operations
Total assets
$
163
$
1,435
99
8,705
2,926
370
2,358
85
14,607
22,544
33,454
409
11,626
1,738
667
70,438
(53,323)
17,115
81
9,673
4,569
377
3,929
34
20,116
20,209
35,191
422
11,626
1,755
497
69,700
(49,707)
19,993
531
8,474
1,721
212
216
21,487
1,154
268
65,335
$
16,761
2,066
707
21,380
1,359
82,913
$
The accompanying notes are an integral part of these consolidated financial statements.
40
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS, CONTINUED
As of December 31,
(Amounts in Thousands, Except for Share and per Share Amounts)
2016
2015
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued expenses
Disposal/transportation accrual
Deferred revenue
Accrued closure costs - current
Current portion of long-term debt
Current portion of long-term debt - related party
Current liabilities related to discontinued operations
Total current liabilities
Accrued closure costs
Other long-term liabilities
Deferred tax liabilities
Long-term debt, less current portion
Long-term liabilities related to discontinued operations
Total long-term liabilities
Total liabilities
Commitments and Contingencies (Note 14)
$
4,244
4,094
1,390
2,691
2,177
1,184
958
16,738
$
6,109
4,341
1,107
2,631
1,481
950
531
17,150
5,138
931
2,362
7,649
361
16,441
33,179
5,301
867
5,424
7,405
1,064
20,061
37,211
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 $931
and $867, respectively (Note 8)
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;
11,677,025 and 11,551,232 shares issued, respectively;
11,669,383 and 11,543,590 shares outstanding, respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Less Common Stock in treasury, at cost; 7,642 shares
Total Perma-Fix Environmental Services, Inc. stockholders' equity
Non-controlling interest
Total stockholders' equity
1,285
1,285
11
106,048
(74,213)
(162)
(88)
31,596
(725)
30,871
11
105,556
(60,808)
(117)
(88)
44,554
(137)
44,417
Total liabilities and stockholders' equity
$
65,335
$
82,913
The accompanying notes are an integral part of these consolidated financial statements.
41
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31,
(Amounts in Thousands, Except for Per Share Amounts)
2016
2015
Net revenues
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Research and development
Loss (gain) on disposal of property and equipment
Impairment loss on tangible assets
Impairment loss on intangible assets
(Loss) income from operations
Other income (expense):
Interest income
Interest expense
Interest expense-financing fees
Other
(Loss) income from continuing operations before taxes
Income tax (benefit) expense
Loss from continuing operations, net of taxes
Loss from discontinued operations, net of taxes (Note 9)
Net loss
Net loss attributable to non-controlling interest
Net loss attributable to Perma-Fix Environmental
Services, Inc. common stockholders
Net (loss) income per common share attributable to Perma-Fix
Environmental Services, Inc. stockholders - basic and diluted:
Continuing operations
Discontinued operations
Net loss per common share
Number of common shares used in computing
net income (loss) per share:
Basic
Diluted
$
$
51,219
44,135
7,084
10,724
2,046
2
1,816
8,288
(15,792)
110
(489)
(108)
22
(16,257)
(2,994)
(13,263)
(730)
(13,993)
(588)
62,383
48,032
14,351
10,996
2,302
(80)
1,133
53
(489)
(228)
11
480
543
(63)
(1,864)
(1,927)
(877)
$
$
$
(13,405)
$
(1,050)
$
(1.09)
(.06)
(1.15) $
.07
(.16)
(.09)
11,608
11,608
11,516
11,552
The accompanying notes are an integral part of these consolidated financial statements.
42
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
For the years ended December 31,
(Amounts in Thousands)
Net loss
Other comprehensive loss:
Foreign currency translation adjustments
Total other comprehensive loss
Comprehensive loss
Comprehensive loss attributable to non-controlling
interest
Comprehensive loss attributable to Perma-Fix
Environmental Services, Inc. common stockholders
2016
2015
$
(13,993)
$
(1,927)
(45)
(45)
(128)
(128)
(14,038)
(2,055)
(588)
(877)
$
(13,450)
$
(1,178)
The accompanying notes are an integral part of these consolidated financial statements.
43
PERMA-FIX ENVIRONMENTAL SERVICES, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31,
(Amounts in Thousands, Except for Share Amounts)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Common
Stock Held
In Treasury
Accumulated Other
Comprehensive
Loss
Non-controlling
Interest in
Subsidiary
Accumulated
Deficit
Total
Stockholders'
Equity
Balance at December 31, 2014
11,476,485 $
Net loss
Foreign currency translation
Issuance of stock - Perma-Fix Medical
S.A., net of expenses of $29
Issuance of Common Stock upon
exercise of options
Issuance of Common Stock for
services
Stock-Based Compensation
Balance at December 31, 2015
Net loss
Foreign currency translation
Issuance of Common Stock upon
exercise of Warrants
Issuance of Common Stock for
services
Stock-Based Compensation
Balance at December 31, 2016
3,423
71,324
11,551,232 $
70,000
55,793
11,677,025 $
11
11
11
$
104,541
$
(88)
$
631
10
282
92
105,556
$
$
156
238
98
106,048
$
$
(88)
$
(88)
$
11
(128)
$
(117)
(45)
$
333
$
(59,758)
$
(877)
407
(137)
(588)
$
(1,050)
(60,808)
(13,405)
$
(162)
$
(725)
$
(74,213)
$
45,050
(1,927)
(128)
1,038
10
282
92
44,417
(13,993)
(45)
156
238
98
30,871
The accompanying notes are an integral part of these consolidated financial statements.
44
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31,
(Amounts in Thousands)
Cash flows from operating activities:
Net loss
Less: loss on discontinued operations, net of taxes (Note 9)
2016
2015
$
(13,993)
(730)
$
(1,927)
(1,864)
Loss from continuing operations
Adjustments to reconcile net loss from continuing operations to cash provided by (used in) operating activities:
Depreciation and amortization
Amortization of debt issuance costs
Deferred tax (benefit) expense
Recovery of bad debt reserves
Loss (gain) on disposal of plant, property and equipment
Impairment loss on tangible assets
Impairment loss on intangible assets
Issuance of common stock for services
Stock-based compensation
Changes in operating assets and liabilities of continuing operations:
Restricted cash
Accounts receivable
Unbilled receivables
Prepaid expenses, inventories and other assets
Accounts payable, accrued expenses and unearned revenue
Cash provided by continuing operations
Cash used in discontinued operations
Cash provided by (used in) operating activities
Cash flows from investing activities:
Purchases of property and equipment
Proceeds from sale of property and equipment
Release of proceeds previously held in escrow from sale of SYA subsidiary in 2014
Payments to finite risk sinking fund
Cash used in investing activities of continuing operations
Proceeds from sale of property of discontinued operations
Cash used in investing activities
Cash flows from financing activities:
Borrowing on revolving credit
Repayments of revolving credit
Principal repayments of long term debt
Principal repayments of long term debt - related party
Payment of debt issuance costs
Proceeds from issuance of common stock upon exercise of warrants/options
Proceeds from stock subscription - Perma-Fix Medical S.A.
Cash used in financing activities of continuing operations
Effect of exchange rate changes on cash
Decrease in cash
Cash at beginning of period
Cash at end of period
Supplemental disclosure:
Interest paid
Income taxes paid
Proceeds from stock subscription for Perma-Fix Medical S.A. held in escrow
(13,263)
4,165
173
(3,062)
(314)
2
1,816
8,288
238
98
35
1,070
2,134
2,870
(3,187)
1,063
(959)
104
(436)
44
──
(107)
(499)
84
(415)
57,976
(56,522)
(1,508)
(1,000)
(122)
156
64
(956)
(63)
3,717
221
418
(433)
(80)
──
──
282
92
──
(968)
2,174
41
(3,657)
1,744
(2,862)
(1,118)
(623)
127
50
(46)
(492)
──
(492)
67,614
(65,265)
(2,320)
(1,500)
(40)
10
971
(530)
(5)
(105)
(1,272)
1,435
163
$
(2,245)
3,680
1,435
$
$
424
41
──
$
903
116
67
The accompanying notes are an integral part of these consolidated financial statements.
45
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
Notes to Consolidated Financial Statements
December 31, 2016 and 2015
NOTE 1
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Perma-Fix Environmental Services, Inc. (the Company, which may be referred to as we, us, or our), an
environmental and technology know-how company, is a Delaware corporation, engaged through its
subsidiaries, in three reportable segments:
TREATMENT SEGMENT, which includes:
-
-
nuclear, low-level radioactive, mixed waste (containing both hazardous and low-level radioactive
constituents), hazardous and non-hazardous waste treatment, processing and disposal services
primarily through four uniquely licensed and permitted treatment and storage facilities; and
research and development (“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 governmental customers;
- Technical services, which include:
o professional radiological measurement and site survey of large government and commercial
o
installations using advanced methods, technology and engineering;
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
o
technology-based services including engineering, decontamination and decommissioning
(“D&D”), specialty services and construction, logistics, transportation, processing and
disposal;
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, which includes: R&D of a new medical isotope production technology by our
majority-owned Polish subsidiary, Perma-Fix Medical S.A. and its wholly-owned subsidiary Perma-Fix
Medical Corporation (“PFM Corporation”) (together known as “PF Medical”). The Company’s Medical
Segment has not generated any revenue as it has been primarily in the R&D stage. All costs incurred by the
Medical Segment are reflected within R&D in the accompanying consolidated financial statements (see
“Financial Position and Liquidity” below for further discussion of Medical Segment’s significant
curtailment of its R&D activities during the latter part of 2016).
The Company’s continuing operations consist of Diversified Scientific Services, Inc. (“DSSI”), East
Tennessee Materials & Energy Corporation (“M&EC”) (see “Note 3 – M&EC Facility” regarding the
Company’s decision to shut down this facility by January 2018), Perma-Fix of Florida, Inc. (“PFF”), Perma-
46
Fix of Northwest Richland, Inc. (“PFNWR”), Safety & Ecology Corporation (“SEC”), Perma-Fix
Environmental Services UK Limited (“PF UK Limited”), Perma-Fix of Canada, Inc. (“PF Canada”), and PF
Medical (a majority-owned Polish subsidiary).
The Company’s discontinued operations (see Note 9) consist of all our subsidiaries included in our
Industrial Segment which were divested in 2011 and prior, previously closed locations, and our Perma-Fix
of South Georgia, Inc. (“PFSG”) facility which is non-operational and is in closure status.
Financial Position and Liquidity
The Company’s 2016 financial results were negatively impacted by certain waste treatment shipments
which we expected to receive but were delayed by certain governmental customers. Although the Company
saw receipt of certain of these delayed shipments in the fourth quarter of 2016, the Company expects to
receive the remaining delayed waste shipments within the first nine months of 2017. The Company’s 2016
financial results were also impacted by certain non-cash impairment losses, write-offs and accruals which
were recorded during the second quarter of 2016 in connection with our decision to shut down one of our
facilities by January 2018 (see “Note 3 – M&EC Facility”). However, with this pending shut down of the
M&EC facility, the Company expects to benefit from reductions in certain operating costs. We are in the
process of transitioning waste shipments and operational capabilities from our M&EC facility to our other
Treatment Segment facilities, subject to customer requirements and regulatory approvals.
The Company’s cash flow requirements during 2016 consisted of general working capital needs, scheduled
payments on our debt obligations, remediation projects and planned capital expenditures and were financed
primarily by our operations and credit facility availability. The Company continues to explore all sources of
increasing revenue. The Company is continually reviewing operating costs and is committed to further
reducing operating costs to bring them in line with revenue levels, when necessary.
During 2016, our Medical Segment continued to commit resources to the R&D of the new medical isotope
production technology in pursuing the necessary steps required for eventual submission of this technology
for the U.S. Food and Drug Administration (“FDA”) and other regulatory approvals and commercialization
of this technology. During the latter part of 2016, our Medical Segment ceased a substantial portion of its
R&D activities due to the need for substantial capital to fund such activities. We anticipate that our Medical
Segment will not restart its full scale R&D activities until it obtains the necessary funding through obtaining
its own credit facility or additional equity raise. The Medical Segment has entered into a letter of intent
(“LOI”) to raise capital, which is subject to the completion of a definitive agreement. Although the LOI has
expired, the parties to the LOI are continuing to negotiate definitive agreements (see “Note 4 – PF Medical”
for a further discussion of this proposed transaction). If the Medical Segment is unable to raise the necessary
capital, the Medical Segment would be required to reduce, further delay or eliminate its R&D program.
The Company’s cash flow requirements for 2017 and into the first quarter of 2018 will consist primarily of
general working capital needs, scheduled principal payments on our debt obligations, remediation projects,
planned capital expenditures and closure spending requirements in connection with the pending shut down
of our M&EC facility which we plan to fund from operations, our credit facility availability, and the finite
risk sinking funds related to our PFNWR financial assurance policy which we expect to receive by the end
of the second quarter of 2017 (see “Note 14 – Commitments and Contingencies” – “Insurance” for a
discussion of the finite risk sinking funds).
NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
Our consolidated financial statements include our accounts, those of our wholly-owned subsidiaries, and our
majority-owned Polish subsidiary, PF Medical, after elimination of all significant intercompany accounts
and transactions.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation.
47
Use of Estimates
When the Company prepares financial statements in conformity with accounting standards generally
accepted in the United States of America (“US GAAP”), the Company makes estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements, as well as, the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. See Notes 9, 12, 13 and 14 for estimates
of discontinued operations and environmental liabilities, closure costs, income taxes and contingencies for
details on significant estimates.
Restricted Cash
During the first quarter of 2016, all of the restricted cash previously held in escrow at December 31, 2015
was released. Such amount represented $35,000 held in escrow for our worker’s compensation policy with
the remaining representing proceeds held in escrow resulting from stock subscription agreements executed
in connection with the sale of common stock by PF Medical in 2014.
Accounts Receivable
Accounts receivable are customer obligations due under normal trade terms requiring payment within 30 or
60 days from the invoice date based on the customer type (government, broker, or commercial). The
carrying amount of accounts receivable is reduced by an allowance for doubtful accounts, which is a
valuation allowance that reflects management's best estimate of the amounts that will not be collected. The
Company regularly reviews all accounts receivable balances that exceed 60 days from the invoice date and
based on an assessment of current credit worthiness, estimate the portion, if any, of the balance that will not
be collected. This analysis excludes government related receivables due to our past successful experience in
their collectability. Specific accounts that are deemed to be uncollectible are reserved at 100% of their
outstanding balance. The remaining balances aged over 60 days have a percentage applied by aging
category, based on historical experience that allows us to calculate the total allowance required. Once the
Company has exhausted all options in the collection of a delinquent accounts receivable balance, which
includes collection letters, demands for payment, collection agencies and attorneys, the account is deemed
uncollectible and subsequently written off. The write off process involves approvals from senior
management based on required approval thresholds.
The following table set forth the activity in the allowance for doubtful accounts for the years ended
December 31, 2016 and 2015 (in thousands):
Allowance for doubtful accounts-beginning of year
Net recovery of bad debt reserve
Write-off
Allowance for doubtful accounts-end of year
Year Ended December 31,
2016
2015
$
$
1,474
(314)
(888)
272
$
$
2,170
(433)
(263)
1,474
Retainage receivables represent amounts that are billed or billable to our customers, but are retained by the
customer until completion of the project or as otherwise specified in the contract. Our retainage receivable
balances are all current. Retainage receivables of approximately $0 and $229,000 as of December 31, 2016
and 2015, respectively, are included in the accounts receivable balance on the Company’s Consolidated
Balance Sheets in the respective periods.
Unbilled Receivables
Unbilled receivables are generated by differences between invoicing timing and our proportional
performance based methodology used for revenue recognition purposes. As major processing and contract
completion phases are completed and the costs are incurred, the Company recognizes the corresponding
percentage of revenue. Within our Treatment Segment, the facilities experience delays in processing
invoices due to the complexity of the documentation that is required for invoicing, as well as the difference
between completion of revenue recognition milestones and agreed upon invoicing terms, which results in
unbilled receivables. The timing differences occur for several reasons: partially from delays in the final
processing of all wastes associated with certain work orders and partially from delays for analytical testing
that is required after the facilities have processed waste but prior to our release of waste for disposal. The
48
tasks relating to these delays usually take several months to complete. As the Company now has historical
data to review the timing of these delays, the Company realizes that certain issues, including, but not limited
to, delays at our third party disposal site, can extend collection of some of these receivables greater than
twelve months. However, our historical experience suggests that a significant portion of unbilled receivables
are ultimately collectible with minimal concession on our part. The Company, therefore, segregates the
unbilled receivables between current and long term.
Unbilled receivables within our Services Segment can result from: (1) revenue recognized by our Earned
Value Management program (a program which integrates project scope, schedule, and cost to provide an
objective measure of project progress) but invoice milestones have not yet been met and/or (2) contract
claims and pending change orders, including Requests for Equitable Adjustments (“REAs”) when work has
been performed and collection of revenue is reasonably assured.
Inventories
Inventories consist of treatment chemicals, saleable used oils, and certain supplies. Additionally, the
Company has replacement parts in inventory, which are deemed critical to the operating equipment and may
also have extended lead times should the part fail and need to be replaced. Inventories are valued at the
lower of cost or market with cost determined by the first-in, first-out method.
Property and Equipment
Property and equipment expenditures are capitalized and depreciated using the straight-line method over the
estimated useful lives of the assets for financial statement purposes, while accelerated depreciation methods
are principally used for income tax purposes. Generally, asset lives range from ten to forty years for
buildings (including improvements and asset retirement costs) and three to seven years for office furniture
and equipment, vehicles, and decontamination and processing equipment. Leasehold improvements are
capitalized and amortized over the lesser of the term of the lease or the life of the asset. Maintenance and
repairs are charged directly to expense as incurred. The cost and accumulated depreciation of assets sold or
retired are removed from the respective accounts, and any gain or loss from sale or retirement is recognized
in the accompanying consolidated statements of operations. Renewals and improvements, which extend the
useful lives of the assets, are capitalized.
In accordance with Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment”,
long-lived assets, such as property, plant and equipment, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset
to estimated undiscounted future undiscounted cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in
the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be
disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or
fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group
classified as held for sale are presented separately in the appropriate asset and liability sections of the
balance sheet.
During the second quarter of 2016, the Company recorded approximately $1,816,000 in tangible asset
impairment loss in connection with the Company’s decision to shut down the M&EC facility by January
2018 (see “Note 3 – M&EC Facility” for further information of this impairment).
Our depreciation expense totaled approximately $3,717,000 and $3,246,000 in 2016 and 2015, respectively.
Intangible Assets
Intangible assets consist primarily of the recognized value of the permits required to operate our business.
We continually monitor the propriety of the carrying amount of our permits to determine whether current
events and circumstances warrant adjustments to the carrying value.
Indefinite-lived intangible assets are not amortized but are reviewed for impairment annually as of October
1, or when events or changes in the business environment indicate that the carrying value may be impaired.
49
If the fair value of the asset is less than the carrying amount, we perform a quantitative test to determine the
fair value. The impairment loss, if any, is measured as the excess of the carrying value of the asset over its
fair value. Significant judgments are inherent in these analyses and include assumptions for, among other
factors, forecasted revenue, gross margin, growth rate, operating income, timing of expected future cash
flows, and the determination of appropriate long term discount rates.
During the second quarter of 2016, we fully impaired the permit value of our M&EC subsidiary (see “Note
3 – M&EC Facility” for further information of this impairment). We performed impairment testing of our
remaining permits related to our Treatment reporting unit as of October 1, 2016 and determined there was
no impairment. Impairment testing of our permits related to our Treatment reporting unit as of October 1,
2015 resulted in no impairment charges for the year ended December 31, 2015.
Intangible assets that have definite useful lives are amortized using the straight-line method over the
estimated useful lives (with the exception of customer relationships which are amortized using an
accelerated method) and are excluded from our annual intangible asset valuation review as of October 1.
The Company has one definite-lived permit which was excluded from our annual impairment review as
noted above. Definite-lived intangible assets are also tested for impairment whenever events or changes in
circumstances suggest impairment might exist.
Research and Development (“R&D”)
Operational innovation and technical know-how is very important to the success of our business. Our goal
is to discover, develop, and bring to market innovative ways to process waste that address unmet
environmental needs and to develop new company service offerings. The Company conducts research
internally and also through collaborations with other third parties. R&D costs consist primarily of employee
salaries and benefits, laboratory costs, third party fees, and other related costs associated with the
development and enhancement of new potential waste treatment processes and new technology and are
charged to expense when incurred in accordance with ASC Topic 730, “Research and Development.” The
Company’s R&D expenses included approximately $1,489,000 and $2,114,000 for the years ended
December 31, 2016 and 2015, respectively, incurred by our Medical Segment in the R&D of its medical
isotope production technology.
Accrued Closure Costs and Asset Retirement Obligations (“ARO”)
Accrued closure costs represent our estimated environmental liability to clean up our facilities, as required
by our permits, in the event of closure. ASC 410, “Asset Retirement and Environmental Obligations”
requires that the discounted fair value of a liability for an ARO be recognized in the period in which it is
incurred with the associated ARO capitalized as part of the carrying cost of the asset. The recognition of an
ARO requires that management make numerous estimates, assumptions and judgments regarding such
factors as estimated probabilities, timing of settlements, material and service costs, current technology, laws
and regulations, and credit adjusted risk-free rate to be used. This estimate is inflated, using an inflation
rate, to the expected time at which the closure will occur, and then discounted back, using a credit adjusted
risk free rate, to the present value. ARO’s are included within buildings as part of property and equipment
and are depreciated over the estimated useful life of the property. In periods subsequent to initial
measurement of the ARO, the Company must recognize period-to-period changes in the liability resulting
from the passage of time and revisions to either the timing or the amount of the original estimate of
undiscounted cash flows. Increases in the ARO liability due to passage of time impact net income as
accretion expense, which is included in cost of goods sold. Changes in costs resulting from changes or
expansion at the facilities require adjustment to the ARO liability and are capitalized and charged as
depreciation expense, in accordance with the Company’s depreciation policy.
Income Taxes
Income taxes are accounted for in accordance with ASC 740, “Income Taxes.” Under ASC 740, the
provision for income taxes is comprised of taxes that are currently payable and deferred taxes that relate to
the temporary differences between financial reporting carrying values and tax bases of assets and liabilities.
Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. Any
50
effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.
ASC 740 requires that deferred income tax assets be reduced by a valuation allowance if it is more likely
than not that some portion or all of the deferred income tax assets will not be realized. The Company
evaluates the realizability of its deferred income tax assets annually (see “Note 13 – Income Taxes” for
further information of this assessment).
ASC 740 sets out a consistent framework for preparers to use to determine the appropriate recognition and
measurement of uncertain tax positions. ASC 740 uses a two-step approach wherein a tax benefit is
recognized if a position is more-likely-than-not to be sustained. The amount of the benefit is then measured
to be the highest tax benefit which is greater than 50% likely to be realized. ASC 740 also sets out
disclosure requirements to enhance transparency of an entity’s tax reserves. The Company recognizes
accrued interest and income tax penalties related to unrecognized tax benefits as a component of income tax
expense.
The Company reassesses the validity of our conclusions regarding uncertain income tax positions on a
quarterly basis to determine if facts or circumstances have arisen that might cause us to change our
judgment regarding the likelihood of a tax position’s sustainability under audit.
Foreign Currency
The Company’s foreign subsidiaries include PF UK Limited, PF Canada and PF Medical. Assets and
liabilities are translated to U.S. dollars at the exchange rate in effect at the balance sheet date and revenue
and expenses at the average exchange rate for the period. Foreign currency translation adjustments for these
subsidiaries are accumulated as a separate component of accumulated other comprehensive income (loss) in
stockholders’ equity. Gains and losses resulting from foreign currency transactions are recognized in the
Consolidated Statements of Operations.
Concentration Risk
The Company performed services relating to waste generated by the federal government, either directly as a
prime contractor or indirectly for others as a subcontractor to the federal government, representing
approximately $27,354,000 or 53.4% of total revenue during 2016, as compared to $36,105,000 or 57.9% of
total revenue during 2015.
Revenue generated by one of the customers (PSC Metal, Inc.) (non-government related and excluded from
above) in the Services Segment accounted for approximately $9,763,000 or 19.1% of the total revenues
generated for the twelve months ended December 31, 2016. Project work for this customer commenced in
March 2016 and was completed in December 2016. Revenue generated by another customer (Prologis
Teterboro, LLC) (non-government related and excluded from above) in the Services Segment accounted for
$10,686,000 or 17.1% of the total revenues generated for the twelve months ended December 31, 2015.
Project work for this customer was completed in December 2015.
As our revenues are project/event based where the completion of one contract with a specific customer may
be replaced by another contract with a different customer from year to year, we do not believe the loss of one
specific customer from one year to the next will generally have a material adverse effect on our operations
and financial condition.
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist
principally of cash and accounts receivable. The Company maintains cash with high quality financial
institutions, which may exceed Federal Deposit Insurance Corporation (“FDIC”) insured amounts from time
to time. Concentration of credit risk with respect to accounts receivable is limited due to the Company's
large number of customers and their dispersion throughout the United States as well as with the significant
amount of work that we perform for the federal government as discussed above.
The Company has two customers whose net outstanding receivable balance represented 10.1% and 20.8%
of the Company’s total consolidated net accounts receivable at December 31, 2016. The Company had one
51
customer whose net outstanding receivable balance represented 16.2% of the Company’s total consolidated
net accounts receivable at December 31, 2015.
Gross Receipts Taxes and Other Charges
ASC 605-45, “Revenue Recognition – Principal Agent Consideration” provides guidance regarding the
accounting and financial statement presentation for certain taxes assessed by a governmental authority.
These taxes and surcharges include, among others, universal service fund charges, sales, use, waste, and
some excise taxes. In determining whether to include such taxes in its revenue and expenses, the Company
assesses, among other things, whether it is the primary obligor or principal taxpayer for the taxes assessed in
each jurisdiction where the Company does business. As the Company is merely a collection agent for the
government authority in certain of our facilities, the Company records the taxes on a net bases and excludes
them from revenue and cost of services.
Revenue Recognition
Treatment Segment revenues. The processing of mixed waste is complex and may take several months or
more to complete; as such, the Treatment Segment recognizes revenues using a proportional performance
based methodology with its measure of progress towards completion determined based on output measures
consisting of milestones achieved and completed. The Treatment Segment has waste tracking capabilities,
which it continues to enhance, to allow for better matching of revenues earned to the processing phases
achieved. The revenues are recognized as each of the following three processing phases are completed:
receipt, treatment/processing and shipment/final disposal. However, based on the processing of certain
waste streams, the treatment/processing and shipment/final disposal phases may be combined as sometimes
they are completed concurrently. As major processing phases are completed and the costs are incurred, the
Treatment Segment recognizes the corresponding percentage of revenue utilizing a proportional
performance model. The Treatment Segment experiences delays in processing invoices due to the
complexity of the documentation that is required for invoicing, as well as the difference between completion
of revenue recognition milestones and agreed upon invoicing terms, which results in unbilled receivables.
The timing differences occur for several reasons, partially from delays in the final processing of all wastes
associated with certain work orders and partially from delays for analytical testing that is required after the
waste is processed waste but prior to our release of the waste for disposal. As the waste moves through these
processing phases and revenues are recognized, the correlating costs are expensed as incurred. Although the
Treatment Segment uses its best estimates and all available information to accurately determine these
disposal expenses, the risk does exist that these estimates could prove to be inadequate in the event the
waste requires retreatment. Furthermore, should the waste be returned to the customer, the related
receivables could be uncollectible; however, historical experience has not indicated this to be a material
uncertainty.
Services Segment revenues. Revenue includes services performed under time and material, fixed price, and
cost-reimbursement contracts. Revenues and costs associated with fixed price contracts are recognized using
the percentage of completion (efforts expended) method. The Services Segment estimates its percentage of
completion based on attainment of project milestones. Revenues and costs associated with time and material
contracts are recognized as revenue when earned and costs are incurred.
Under cost reimbursement contracts, the Services Segment is reimbursed for costs incurred plus a certain
percentage markup for indirect costs, in accordance with contract provisions. Costs incurred in excess of
contract funding may be renegotiated for reimbursement. The Services Segment also earns a fee based on
the approved costs to complete the contract. The Services Segment recognizes this fee using the proportion
of costs incurred to total estimated contract costs.
Contract costs include all direct labor, material and other non-labor costs and those indirect costs related to
contract support, such as depreciation, fringe benefits, overhead labor, supplies, tools, repairs and equipment
rental. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses
are determined. Changes in job performance, job conditions and estimated profitability, including those
arising from contract penalty provisions and final contract settlements, may result in revisions to costs and
income and are recognized in the period in which the revisions are determined.
52
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation – Stock
Compensation”. ASC 718 requires all stock-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their fair values. The Company uses the
Black-Scholes option-pricing model to determine the fair-value of stock-based awards which requires
subjective assumptions. 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 Company recognizes stock-based compensation expense using a straight-line amortization method over
the requisite service period, which is the vesting period of the stock option grant. As ASC 718 requires that
stock-based compensation expense be based on options that are ultimately expected to vest, our stock-based
compensation expense is reduced by an estimated forfeiture rate. Our estimated forfeiture rate is generally
based on historical trends of actual forfeitures.
Comprehensive Income (Loss)
The components of comprehensive income (loss) are net income (loss) and the effects of foreign currency
translation adjustments.
Income (Loss) Per Share
Basic income (loss) per share is calculated based on the weighted-average number of outstanding common
shares during the applicable period. Diluted income (loss) 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. Income (loss) per share is computed separately for each period presented.
Fair Value of Financial Instruments
Certain assets and liabilities are required to be recorded at fair value on a recurring basis, while other assets
and liabilities are recorded at fair value on a nonrecurring basis. Fair value is determined based on the
exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market
participants. The three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies,
is:
Level 1—Valuations based on quoted prices for identical assets and liabilities in active markets.
Level 2—Valuations based on observable inputs other than quoted prices included in Level 1, such as
quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar
assets and liabilities in markets that are not active, or other inputs that are observable or can be
corroborated by observable market data.
Level 3—Valuations based on unobservable inputs reflecting the Company’s own assumptions,
consistent with reasonably available assumptions made by other market participants.
Financial instruments include cash and restricted cash (Level 1), accounts receivable, accounts payable, and
debt obligations (Level 3). Credit is extended to customers based on an evaluation of a customer’s financial
condition and, generally, collateral is not required. At December 31, 2016 and December 31, 2015, the fair
value of the Company’s financial instruments approximated their carrying values. The fair value of the
Company’s revolving credit and term loan approximate its carrying value due to the variable interest rate.
Recently Adopted Accounting Standards
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) 2015-03, "Simplifying the Presentation of Debt Issuance Costs." ASU 2015-03 amends existing
guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the
carrying amount of the related debt liability instead of a deferred charge asset. It is effective for annual
reporting periods beginning after December 15, 2015 (including interim reporting periods), but early
adoption is permitted. The Company adopted ASU 2015-03 retroactively in the first quarter of 2016. The
adoption of ASU 2015-03 did not have a material impact to the Company’s results of operations, cash flows
53
or financial position. The adoption of ASU 2015-03 resulted in a decrease in prepaid and other assets of
approximately $152,000, a decrease in current portion of long-term debt of $27,000, and a decrease in long-
term debt, less current portion of $125,000 for the previously reported balances as of December 31, 2015 in
the accompanying Consolidated Balance Sheets.
In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability
to Continue as a Going Concern.” ASU 2014-15 requires management to assess an entity’s ability to
continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new
standard is effective for all entities for the first annual period ending after December 15, 2016. The adoption
of ASU 2014-15 during the fourth quarter of 2016 did not have a material impact on our financial
statements (see “Note 1 – Description of Business and Basis of Presentation” for discussion of the
Company’s liquidity).
In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of
Inventory.” ASU 2015-11 requires that inventory within the scope of this update be measured at the lower
of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of
business, less reasonably predictable costs of completion, disposal, and transportation. The amendments in
this update do not apply to inventory that is measured using last-in, first-out (“LIFO”) or the retail inventory
method. The amendments apply to all other inventory, which includes inventory that is measured using first-
in, first-out (“FIFO”) or average cost. For all entities, the guidance is effective for annual periods, and
interim periods within those annual periods, beginning after December 15, 2016. Early adoption is
permitted. The adoption of ASU 2015-11 by the Company in the fourth quarter of 2016 did not have a
material impact on our financial statements.
In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718):
Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 simplifies several aspects
related to the accounting for share-based payment transactions, including the accounting for income taxes,
statutory tax withholding requirements and classification on the statement of cash flows. ASU 2016-09 is
effective for interim and annual periods beginning after December 15, 2016. The adoption of ASU 2015-11
did not have a material impact on our financial statements.
Recently Issued Accounting Standards – Not Yet Adopted
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606),"
as amended, which will supersede nearly all existing revenue recognition guidance. ASU 2014-09 provides
a single, comprehensive revenue recognition model for all contracts with customers. ASU 2014-09 require a
company to recognize revenue to depict 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. ASU 2014-09 also
requires additional disclosure about 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. Early adoption is permitted for ASU 2014-09,
as amended, to the original effective date of period beginning after December 15, 2016 (including interim
reporting periods within those periods). ASU 2014-09 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 is currently in the early stages of evaluating these ASUs to determine the impact they will have on
our financial statements. Also, the Company is currently still reviewing the transition method it will select
upon adoption of this guidance.
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.
54
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 our financial statements.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of
Assets Other Than Inventory,” which eliminates the existing exception in U.S. GAAP prohibiting the
recognition of the income tax consequences for intra-entity asset transfers. Under ASU 2016-16, entities
will be required to recognize the income tax consequences of intra-entity asset transfers other than inventory
when the transfer occurs. ASU 2016-16 is effective on a modified retrospective basis for fiscal years, and
for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption
permitted. The Company is still evaluating the potential impact of this ASU on its consolidated financial
statements.
NOTE 3
M&EC FACILITY
During the second quarter of 2016, the Company’s M&EC subsidiary was notified by the lessor that the
lease agreement under which M&EC currently operates its Oak Ridge, Tennessee facility would not be
renewed at the end of the current lease term ending January 21, 2018. In light of this event and our strategic
review of operations within our Treatment Segment, the Company is proceeding with a plan to close its
M&EC facility located in Oak Ridge, Tennessee at the end of the lease term. Operations at the M&EC
facility are continuing during the remaining term of the lease and the facility has begun the process of
transitioning waste shipments and operational capabilities to our other Treatment Segment facilities, subject
to customer requirements and regulatory approvals. Simultaneously, the Company has begun required
clean-up/maintenance procedures at M&EC’s Oak Ridge, Tennessee facility in accordance with M&EC’s
Resource Conservation and Recovery Act (“RCRA”) permit requirements. As a result of the Company’s
decision to close its M&EC facility, the Company’s financial results were impacted by certain non-cash
impairment losses, write-offs and accruals recorded during the second quarter of 2016 as described below.
The Company performs its annual intangible test as of October 1 of each year. As permitted by ASC 350,
“Intangibles-Goodwill and Other,” when an impairment indicator arises during an interim reporting period,
the Company may recognize its best estimates of that impairment loss. The Company performed a
discounted cash flow analysis prepared as of June 30, 2016 for M&EC’s intangible assets (permits),
utilizing our best estimates of projected future cash flows. Based on this analysis, the Company concluded
that potential impairment existed and subsequently determined that the permit for our M&EC subsidiary
was fully impaired as a result of the non-renewal of the lease, resulting in an intangible impairment loss of
approximately $8,288,000.
is
to
certain
required
complete
M&EC
its Oak
Ridge, Tennessee facility pursuant to its RCRA permit. The extent and cost of these activities are
determined by federal/state mandate requirements. The Company performed an analysis and related
estimate of the cost to complete the RCRA portion of these activities and based on this analysis, the
Company recorded an additional $1,626,000 in closure liabilities with a corresponding increase to
capitalized ARO costs, which is to be depreciated over the remaining term of the lease. The capitalized
ARO costs is reported as a component of “Net Property and equipment” in the Consolidated Balance Sheets.
clean-up/maintenance
activities
at
55
In accordance with ASC 360, “Property, Plant, and Equipment,” the Company also performed an updated
financial valuation of M&EC’s long-lived tangible assets, inclusive of the capitalized asset retirement costs,
for potential impairment. Based on our analysis using an undiscounted cash flows approach, the Company
concluded that the carrying value of certain tangible assets (property and equipment) for M&EC was not
recoverable and exceeded its fair value. Consequently, the Company recorded $1,816,000 in tangible asset
impairment loss in the second quarter of 2016. The Company also reevaluated the estimated useful lives of
the remaining tangible assets and as a result of this analysis, reduced the current estimated useful lives of
these assets ranging from 2 to 28 years at June 30, 2016 to 1.6 years, the remaining term of the lease.
Accordingly, the Company is depreciating the carrying value of M&EC’s remaining tangible assets of
approximately $4,728,000 at June 30, 2016 over a period of approximately 1.6 years to the lease expiration
date.
In the second quarter of 2016, the Company also wrote-off approximately $587,000 in fees previously
incurred relating to emission performance testing certification requirement in order to meet state compliance
mandate in connection with certain M&EC equipment which was impaired. Such amount had been
previously included in “Prepaid and other assets” on the Consolidated Balance Sheets.
During the year ended December 31, 2016 and 2015, M&EC’s revenues were approximately $4,419,000
and $6,591,000, respectively.
NOTE4
PF MEDICAL
On July 24, 2015, PF Medical, the Company’s majority-owned Polish subsidiary, and Digirad Corporation,
a Delaware corporation (“Digirad”), Nasdaq: DRAD, entered into a multi-year Tc-99m Supplier Agreement
(the “Supplier Agreement”) and a Series F Stock Subscription Agreement (the “Subscription Agreement”),
(together, the “Digirad Agreements”). The Supplier Agreement became effective upon the completion of
the Subscription Agreement. Pursuant to the terms of the Digirad Agreements, Digirad purchased, in a
private placement, 71,429 shares of PF Medical’s restricted Series F Stock for an aggregate purchase price
of $1,000,000, which was received on July 24, 2015. Legal expenses incurred for this offering totaled
approximately $29,000. The 71,429 share investment made by Digirad constituted approximately 5.4% of
the outstanding common shares of PF Medical. As a result of this transaction, the Company’s ownership
interest in PF Medical diluted from approximately 64.0% to 60.5%. The Supplier Agreement provides,
among other things, that upon PF Medical’s commercialization of certain Tc99m generators, Digirad will
purchase agreed upon quantities of Tc-99m for its nuclear imaging operations either directly or in
conjunction with its preferred nuclear pharmacy supplier and PF Medical will supply Digirad, or its
preferred nuclear pharmacy supplier, with Tc-99m at a preferred pricing, subject to certain conditions.
On October 11, 2016, the Company and its Medical Segment entered into a letter of intent (“LOI”) with a
private investor, subject to certain closing and other conditions, including, but not limited to, the execution
of a definitive agreement, for the purchase of $10,000,000 of Preferred Shares in PFM Corporation at a price
of $8.00 per share. The termination date of the LOI has since expired but the parties continue to negotiate
definitive agreements with the following proposed terms, among other things, $5,000,000 to be invested by
the investor at the initial closing and $5,000,000 to be invested at the second closing which is to occur within
120 days after the initial closing. Upon the initial closing, one half of the Preferred Shares will be issued to
the investor and the remaining half of the Preferred Shares will be issued to the investor at the second
closing. The Preferred Shares of PFM Corporation to be issued to the investor would be voting securities
and, after completion of both closings, the investor will own approximately 48.6% of PFM Corporation’s
issued and outstanding voting securities and Perma-Fix Medical S.A. will own the balance of PFM
Corporation’s voting securities. At each closing, subject to certain terms and conditions, the investor would
also receive a 48-month warrant to purchase up to 468,750 shares of PFM Corporation’s common stock at an
exercise price of $9.00 for each share. In addition, at the initial closing, the Company would receive a 48
month warrant, subject to certain terms and conditions, to purchase up to 183,606 shares of PFM
Corporation’s common stock at an exercise price of $14.00 per share. Further, the Company would be
repaid $500,000 of the amounts owed to it by the Medical Segment within 30 days after the initial closing
56
and the remaining balance (which stands at approximately $1,962,000 at December 31, 2016) within 120
days after the initial closing.
NOTE 5
PERMIT AND OTHER INTANGIBLE ASSETS
The following table summarizes changes in the carrying amount of permits. No permit exists at our
Services and Medical Segment.
Permit (amount in thousands)
Balance as of December 31, 2014
PCB permit amortized (1)
Permit in progress
Balance as of December 31, 2015
PCB permit amortized (1)
Permit in progress
Permit impairment for M&EC subsidiary
Balance as of December 31, 2016
Treatment
$
16,709
(55)
107
16,761
(55)
56
(8,288)
8,474
$
(1) Amortization for the one definite-lived permit capitalized in 2009. This permit is being amortized over a ten year period in
accordance with its estimated useful life. Net carrying value of this permit was approximately $117,000 and $172,000 as of
December 31, 2016 and 2015, respectively.
The following table summarizes information relating to the Company’s definite-lived intangible assets:
Intangibles (amount in thousands)
Patent
Software
Customer relationships
Permit
Total
Useful
Lives
(Years)
3-17
3
12
10
December 31, 2016
December 31, 2015
Gross
Carrying Accumulated
Amortization
Amount
Net
Carrying
Amount
Gross
Carrying Accumulated
Amortization
Amount
Net
Carrying
Amount
$
$
577
405
3,370
545
4,897
$
$
(274)
(383)
(1,974)
(428)
(3,059)
$
$
303
22
1,396
117
1,838
$
$
539
395
3,370
545
4,849
$
$
(203)
(364)
(1,671)
(373)
(2,611)
$
$
336
31
1,699
172
2,238
The intangible assets are amortized on a straight-line basis over their useful lives with the exception of
customer relationships which are being amortized using an accelerated method.
The following table summarizes the expected amortization over the next five years for our definite-lived
intangible assets:
Year
2017
2018
2019
2020
2021
Amount
(In thousands)
$
372
337
254
218
198
1,379
$
Amortization expense recorded for definite-lived intangible assets was approximately $448,000 and
$471,000, for the years ended December 31, 2016 and 2015, respectively.
57
NOTE 6
CAPITAL STOCK, STOCK PLANS, WARRANTS, AND STOCK BASED COMPENSATION
Stock Option Plans
The Company adopted the 2003 Outside Directors Stock Plan (the “2003 Plan”), which was approved by
our stockholders at the Annual Meeting of Stockholders on July 29, 2003. Options granted under the 2003
Plan generally have a vesting period of six months from the date of grant and a term of 10 years, with an
exercise price equal to the closing trade price on the date prior to grant date. The 2003 Plan also provides
for the issuance to each outside director a number of shares of Common Stock in lieu of 65% or 100%
(based on option elected by each director) of the fee payable to the eligible director for services rendered as
a member of the Board of Directors (“Board”). The number of shares issued is determined at 75% of the
market value as defined in the plan. The 2003 Plan, as amended, also provides for the grant of an option to
purchase up to 6,000 shares of Common Stock for each outside director upon initial election to the Board,
and the grant of an option to purchase 2,400 shares of Common Stock upon each re-election. The number of
shares of the Company’s Common Stock authorized under the 2003 Plan is 800,000, pursuant to the 2003
Plan, as amended.
On April 28, 2010, the Company adopted the 2010 Stock Option Plan (“2010 Plan”), which was approved
by our stockholders at the Company’s Annual Meeting of Stockholders on September 29, 2010. The 2010
Plan authorizes an aggregate grant of 200,000 Non-Qualified Stock Options (“NQSOs”) and Incentive
Stock Options (“ISOs”) to officers and employees of the Company for the purchase of up to 200,000 shares
of the Company’s Common Stock. The term of each stock option granted shall be fixed by the
Compensation and Stock Option Committee (“Compensation Committee”), but no stock options will be
exercisable more than ten years after the grant date, or in the case of an incentive stock option granted to a
10% stockholder, five years after the grant date. The exercise price of any ISO granted under the 2010 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.
No employees exercised options during 2016 and 2015. During 2015, the Company issued a total of 3,423
shares of our Common Stock upon exercise of 3,423 NQSOs by an outside director from the 2003 Plan, at
an exercise price of $2.79 per share which resulted in total proceeds of approximately $10,000.
The summary of the Company’s total plans as of December 31, 2016 and 2015, and changes during the
period then ended are presented as follows:
Weighted
Average
Remaining
Contractual
Term
(years)
Aggregate
Intrinsic
Value (2)
Weighted
Average
Exercise
Price
$
7.65
4.09
─
8.14
Shares
218,200
62,000
─
(33,000)
247,200
$
6.69
181,867
239,750
$
$
7.61
6.78
4.3
3.7
4.3
$
$
$
20,940
20,940
20,940
Options outstanding January 1, 2016
Granted
Exercised
Forfeited/expired
Options outstanding end of period (1)
Options exercisable at December 31, 2016(1)
Options vested and expected to be vested at December 31, 2016
58
Options outstanding January 1, 2015
Granted
Exercised
Forfeited/expired
Options outstanding end of period (1)
Options exercisable at December 31, 2015(1)
Options vested and expected to be vested at December 31, 2015
Weighted
Average
Exercise
Price
$
7.81
4.19
2.79
8.13
Shares
239,023
12,000
(3,423)
(29,400)
218,200
$
7.65
169,533
212,333
$
$
8.47
7.72
Weighted
Average
Remaining
Contractual
Term
(years)
Aggregate
Intrinsic
Value (2)
$
$
$
$
4.8
4.5
4.8
4,298
14,676
14,676
14,676
(1) Options with exercise prices ranging from $2.79 to $14.75
(2) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise
price of the option.
The summary of the Company’s nonvested options as of December 31, 2016 and changes during the period
then ended are presented as follows:
Non-vested options January 1, 2016
Granted
Vested
Forfeited
Non-vested options at December 31, 2016
Weighted
Average
Grant-Date
Fair Value
2.87
$
2.19
2.87
2.88
2.23
$
Shares
48,667
62,000
(30,334)
(15,000)
65,333
Capital Stock Issued for Services
The Company issued a total of 55,793 and 71,324 shares of our Common Stock in 2016 and 2015,
respectively, under our 2003 Plan to our outside directors as compensation for serving on our Board. As a
member of the Board, each director elects to receive either 65% or 100% of the director’s fee in shares of
our Common Stock. The number of shares received is calculated based on 75% of the fair market value of
our Common Stock determined on the business day immediately preceding the date that the quarterly fee is
due. The balance of each director’s fee, if any, is payable in cash. The Company recorded approximately
$233,000 and $269,000 in compensation expense for the twelve months ended December 31, 2016 and
2015, respectively, for the portion of director fees earned in the Company’s Common Stock.
Preferred Share Rights Plan
In May 2008, the Company adopted a preferred share rights plan (the “Rights Plan”), designed to ensure
that all of our stockholders receive fair and equal treatment in the event of a proposed takeover or abusive
tender offer.
In general, under the terms of the Rights Plan, subject to certain limited exceptions, if a person or group
acquires 20% or more of our Common Stock or a tender offer or exchange offer for 20% or more of our
Common Stock is announced or commenced, our other stockholders may receive upon exercise of the rights
(the “Rights”) issued under the Rights Plan the number of shares our Common Stock or of one-one
hundredths of a share of our Series A Junior Participating Preferred Stock, par value $.001 per share, having
a value equal to two times the purchase price of the Right. In addition, if the Company is acquired in a
merger or other business combination transaction in which we are not the survivor or more than 50% of our
assets or earning power is sold or transferred, then each holder of a Right (other than the acquirer) will
thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value
equal to two times the purchase price of the Right. The initial purchase price of each Right was $13.00,
subject to adjustment as defined in plan.
59
The Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not
approved by our board of directors. The Rights may be redeemed by us at $0.001 per Right at any time
before any person or group acquires 20% or more of our outstanding Common Stock. The Rights expire on
May 2, 2018.
Warrants and Capital Stock Issuance for Debt
As of December 31, 2016, the Company has no Warrant outstanding. On August 2, 2016, the Company
issued an aggregate of 70,000 shares of the Company Common Stock resulting from the exercise of two
Warrants, at an exercise price of $2.23, issued to two lenders in connection with a $3,000,000 loan dated
August 2, 2013 received by the Company (See Note 10 – “Long-Term Debt – Promissory Note” for further
information on the exercise of the Warrants and the loan).
Shares Reserved
At December 31, 2016, the Company has reserved approximately 247,200 shares of Common Stock for
future issuance under all of the option arrangements.
Stock Based Compensation
As discussed above, the Company has certain stock option plans which it awards NQSOs and ISOs to
employees, officers, and outside directors. Stock options granted to employees generally have a six year
contractual term with one-third yearly vesting over a three year period. Stock options granted to outside
directors generally have a ten year contractual term with vesting period of six months.
On May 15, 2016, the Company granted 50,000 ISOs from the Company’s 2010 Stock Option Plan to our
newly named Executive Vice President (“EVP”). The ISOs granted were for a contractual term of six years
with one-third vesting annually over a three year period. The exercise price of the ISOs 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 Company’s 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 are not eligible to receive options under the 2003 Plan as they are 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 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 2016 and 2015 and the related assumptions used in the Black-Scholes option model used to
value the options granted were as follows (No options were granted to employees during 2015):
Weighted-average fair value per share
Risk -free interest rate (1)
Expected volatility of stock (2)
Dividend yield
Expected option life (3)
Employee Stock Option Granted
May 15, 2016
2.00
$
1.27%
53.12%
None
6.0 years
60
$
Weighted-average fair value per share
Risk -free interest rate (1)
Expected volatility of stock (2)
Dividend yield
Expected option life (3)
Outside Director Stock Options Granted
July 28, 2016
3.0
September 17, 2015
2.84
$
1.52%
55.99%
None
10.0 years
2.21%
57.98%
None
10.0 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.
The following table summarizes stock-based compensation recognized for fiscal years 2016 and 2015.
Employee Stock Options
Director Stock Options
Total
$
$
Year Ended
2016
53,000
45,000
98,000
$
$
2015
53,000
39,000
92,000
As of December 31, 2016, the Company has approximately $74,000 of total unrecognized compensation
cost related to unvested options, of which $43,000 is expected to be recognized in 2017, $30,000 in 2018,
with the remaining $1,000 in 2019.
NOTE 7
INCOME (LOSS) PER SHARE
The following table reconciles the income (loss) and average share amounts used to compute both basic and
diluted income (loss) per share:
61
(Amounts in Thousands, Except for Per Share Amounts)
Net income (loss) attributable to Perma-Fix Environmental Services,
Inc., common stockholders:
(Loss) income from continuing operations attributable to
Twelve Months Ended
December 31,
2016
2015
Perma-Fix Environmental Services, Inc. common stockholders
$
(12,675)
$
814
Loss from discontinuing operations attributable to
Perma-Fix Environmental Services, Inc. common stockholders
Net loss attributable to Perma-Fix Environmental Services, Inc.
common stockholders
(730)
(1,864)
$
(13,405)
$
(1,050)
Basic loss per share attributable to Perma-Fix Environmental
Services, Inc. common stockholders
Diluted loss per share attributable to Perma-Fix Environmental
Services, Inc. common stockholders
Weighted average shares outstanding:
Basic weighted average shares outstanding
Add: dilutive effect of stock options
Add: dilutive effect of warrants
Diluted weighted average shares outstanding
$
$
(1.15) $
(.09)
(1.15) $
(.09)
11,608
─
─
11,608
11,516
6
30
11,552
Potential shares excluded from above weighted average share
calculations due to their anti-dilutive effect include:
Stock options
150
183
NOTE 8
PREFERRED STOCK ISSUANCE AND CONVERSION
Series B Preferred Stock
The Series B Preferred Stock of the Company’s subsidiary, M&EC, is non-voting and non-convertible, has
a $1.00 liquidation preference per share and may be redeemed at the option of the former stockholders of
M&EC at any time for the per share price of $1.00. The holders of the Series B Preferred Stock will be
entitled to receive when, as, and if declared by the Board of M&EC out of legally available funds, dividends
at the rate of 5% per year per share applied to the amount of $1.00 per share, which dividends are fully
cumulative. M&EC has not paid any of the cumulative dividends since the Series B Preferred Stock was
issued. M&EC has been accruing dividends for the Series B Preferred Stock issued July 2002, and have
accrued a total of approximately $931,000 of unpaid cumulative dividends since July 2002, of which
$64,000 was accrued in each of the years ended December 31, 2003 to 2016 and is included in other long
term liabilities in the accompanying Consolidated Balance Sheets.
NOTE 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 PFSG facility
which is currently undergoing closure, subject to regulatory approval.
The following table presents the major class of assets of discontinued operations as of December 31, 2016
and 2015. On May 2, 2016, Perma-Fix of Michigan, Inc. (“PFMI” – a closed location) entered into an
Agreement for the sale of the property (which was held for sale as of December 31, 2015) for a price of
$450,000. The Agreement provides for a down payment of approximately $75,000. After certain closing
and settlement costs, PFMI received approximately $46,000. The Agreement also provides for, among other
62
things, the balance of the purchase price of $375,000 to be paid by the buyer in 60 equal monthly
installments of approximately $7,250, with the first payment due June 15, 2016. As of December 31, 2016,
receivables related to this transaction totaled approximately $337,000, of which approximately $69,000 is
included in “Current assets related to discontinued operations” and approximately $268,000 is included in
“Other assets related to discontinued operations” in the accompanying Consolidated Balance Sheets. No
assets and liabilities are held for sale as of December 31, 2016.
(Amounts in Thousands)
Current assets
Other assets
Total current assets
Long-term assets
Property, plant and equipment, net (1)
Other assets
Total long-term assets
Total assets
Current liabilities
Accounts payable
Accrued expenses and other liabilities
Environmental liabilities
Total current liabilities
Long-term liabilities
Closure liabilities
Environmental liabilities
Total long-term liabilities
Total liabilities
December 31,
2016
December 31,
2015
$
$
$
$
85
85
81
268
349
434
13
268
677
958
113
248
361
1,319
$
$
$
$
34
34
531
531
565
85
437
9
531
173
891
1,064
1,595
(1) net of accumulated depreciation of $10,000 for each period presented.
The following table summarizes the results of discontinued operations for the years ended December 31,
2016 and 2015.
Amount in Thousands
For The Year Ended December 31,
2016
2015
Interest expense
Operating loss from discontinued operations
Income tax benefit
Loss from discontinued operations
$
$
(730)
(730)
(401)
(1,915)
(51)
(1,864)
Our loss for the twelve months ended December 31, 2015 included a penalty in the amount of
approximately $201,000 recorded for PFSG in connection with a Consent Order from the Georgia
Department of Natural Resources Environmental Protection Division and an asset impairment charge of
$150,000 recorded for PFMI in connection with the sale of property as discussed above. In addition, our net
loss for the twelve months ended December 31, 2015 included $407,000 in expenses (with $400,000
recorded as interest expenses) recorded in the fourth quarter of 2015 in connection with an arbitration award
that PFSG was required to pay to a contractor hired to perform emergency response services at our PFSG
subsidiary resulting from the fire which occurred at the facility in 2013. Remaining losses for the periods
discussed above were primarily due to costs incurred in the administration and continued monitoring of our
discontinued operations.
Environmental Liabilities
The Company has three remediation projects, which are currently in progress at our Perma-Fix of Dayton,
Inc. (“PFD”), Perma-Fix of Memphis, Inc. (“PFM” – closed location), and PFSG (in closure status)
subsidiaries. The Company divested PFD in 2008; however, the environmental liability of PFD was retained
by the Company upon the divestiture of PFD. These remediation projects principally entail the
63
removal/remediation of contaminated soil and, in most cases, the remediation of surrounding ground water.
The remediation activities are closely reviewed and monitored by the applicable state regulators.
At December 31, 2016, we had total accrued environmental remediation liabilities of $925,000, of which
$677,000 are recorded as a current liability, an increase of $25,000 from the December 31, 2015 balance of
$900,000. The net increase of $25,000 represents payments on remediation projects at PFSG and an
increase to the reserve of approximately $66,000 at PFD due to reassessment of the remediation reserve.
The current and long-term accrued environmental liability at December 31, 2016 is summarized as follows
(in thousands).
PFD
PFM
PFSG
Total liability
Current
Accrual
$ 75
602
$ 677
Long-term
Accrual
$ 60
15
173
$ 248
Total
$ 135
15
775
$ 925
NOTE 10
LONG-TERM DEBT
Long-term debt consists of the following at December 31, 2016 and December 31, 2015:
(Amounts in Thousands)
Revolving Credit facility dated October 31, 2011, as amended, borrowings based upon
eligible accounts receivable, subject to monthly borrowing base calculation, balance due
March 24, 2021. Effective interest rate for 2016 and 2015 was 3.9% and 4.0%,
respectively. (1) (2)
Term Loan dated October 31, 2011, as amended, payable in equal monthly installments of
principal of $102, balance due on March 24, 2021. Effective interest rate for 2016 and 2015
was 3.8% and 3.7%, respectively. (1) (2)
Promissory Note dated August 2, 2013, payable in twelve monthly installments of interest
only, starting September 1, 2013 followed with twenty-four monthly installments of $125 in
principal plus accrued interest (at annual rate of 2.99%). Note paid in full in August 2016. (3) (4)
Capital lease (interest at rate of 6.0%)
Total debt
Less current portion of long-term debt
Long-term debt
December 31,
2016
December 31,
2015
$ 3,803
$ 2,349
5,030 (5)
6,514
─
─
8,833
1,184
7,649
$
950
23
9,836
2,431
7,405
$
(5)
(4)
(1) Our revolving credit facility is collateralized by our accounts receivable and our term loan is collateralized by our
property, plant, and equipment.
(2) See below “Revolving Credit and Term Loan Agreement” for monthly payment interest options. Prior to April 1, 2016,
the monthly installment payment under the term loan was approximately $190,000.
(3) Uncollateralized note.
(4) Net of debt discount of ($50,000) at December 31, 2015. See “Promissory Notes” below for additional information.
(5) Net of debt issuance costs of ($151,000) and ($152,000) at December 31, 2016 and December 31, 2015, respectively.
Revolving Credit and Term Loan Agreement
The Company is subject to an Amended and Restated Revolving Credit, Term Loan and Security
Agreement (“Loan Agreement”) with PNC National Association (“PNC”), acting as agent and lender. The
Loan Agreement, as subsequently amended prior to the March 24, 2016 amendment discussed below
(“Amended Loan Agreement”), provided the Company with the following credit facility: (a) up to
64
$12,000,000 revolving line of 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 $16,000,000, which
required monthly installments of approximately $190,000 (based on a seven-year amortization).
Under the Amended Loan Agreement, the Company had the option of paying an annual rate of interest due
on the revolving credit at prime 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%.
On March 24, 2016, the Company entered into an amendment to the Amended Loan Agreement with PNC
which provided, among other things, the following (the amendment, together with the Amended Loan
Agreement is collectively the “Revised Loan Agreement”):
•
•
•
•
•
extended the due date of our credit facility from October 31, 2016 to March 24, 2021 (“maturity
date”);
amended the term loan to approximately $6,100,000, which requires monthly payments of $101,600
(based on a five-year amortization) and which approximated the term loan balance under the
existing credit facility at the date of the amendment. The revolving credit remains at up to
$12,000,000 (subject to the amount of borrowings based on a percentage of eligible receivables as
previously defined under the Amended Loan Agreement);
released $1,000,000 of the $1,500,000 borrowing availability restriction that the lender had
previously placed on the Company in connection with the insurance settlement proceeds received in
2014 by our PFSG facility. The Company’s lender had authorized the Company to use such
proceeds for working capital purposes but had placed an indefinite reduction on our borrowing
availability of $1,500,000;
revised the interest payment options to paying an annual rate of interest due on the revolving credit
at prime plus 1.75% or LIBOR plus 2.75% and the term loan at prime (3.75% at December 31,
2016) plus 2.25% or LIBOR plus 3.25%; and
revised our annual capital spending maximum limit from $6,000,000 to $3,000,000.
In connection with the March 24, 2016 amendment, the Company paid PNC total closing fees of
approximately $72,000. As a result of the March 24, 2016 amendment, the Company recorded
approximately $68,000 in loss on extinguishment of debt in accordance with ASC 470-50, “Debt –
Modifications and Extinguishments,” which was included in interest expense in the accompanying
Consolidated Statements of Operations.
Pursuant to the Revised Loan Agreement, the Company may terminate the Revised Loan Agreement upon
90 days’ prior written notice upon payment in full of its obligations under the Revised Loan Agreement.
The Company has agreed to pay PNC 1.0% of the total financing in the event the Company pays 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.
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 failed to meet its minimum quarterly fixed charge coverage ratio (“FCCR”) requirement of 1.15:1
in the first quarter of 2016. On May 23, 2016, the Company’s lender waived this non-compliance. In
connection with this waiver, the Company paid PNC a fee of $5,000 which was included in selling, general
and administrative expenses. The Company met its financial covenant requirements in the second quarter of
65
2016 except for its quarterly FCCR requirement. On August 22, 2016, the Company entered into an
amendment to its Revised Loan Agreement with its lender which waived the Company’s non-compliance
with its minimum quarterly FCCR for the second quarter of 2016. In addition, the amendment revised the
methodology to be used in calculating the FCCR in the third quarter of 2016, the fourth quarter of 2016 and
the first quarter of 2017. This amendment also revised the Company’s minimum Tangible Adjusted Net
Worth requirement (as defined in the Revised Loan Agreement) from $30,000,000 to $26,000,000. In
connection with the amendment, the Company paid PNC a fee of $25,000, which is being amortized over
the remaining term of the loan as interest expense – financing fees. The Company failed to meet its FCCR
in the third quarter of 2016. On November 17, 2016, the Company entered into another amendment to its
Revised Loan Agreement with its lender. This amendment included the following:
• waived the Company’s non-compliance with its minimum quarterly FCCR for the third quarter of
•
2016;
further revised the methodology to be used in calculating the FCCR as follows (with continued
requirement to maintain a minimum 1:15:1 ratio in each of the quarters): FCCR for the fourth
quarter of 2016 is to be calculated using the financial results for the three month period ending
December 31, 2016; FCCR for first quarter of 2017 is to be calculated using financial results for the
six month period ending March 31, 2017; FCCR for second quarter of 2017 is to be calculated using
the financial results for the nine month period ending June 30, 2017; and FCCR for the third quarter
of 2017 and each fiscal quarter thereafter is to be calculated using the financial results for a trailing
twelve month period basis;
•
• placed an immediate additional restriction on the Company’s borrowing availability of $750,000, in
addition to the restriction on our borrowing availability of $500,000 which had been previously
placed by our lender; and
revised the interest payment options to paying an annual rate of interest due on the revolving credit
at prime plus 2% or LIBOR plus 3% and the term loan at Prime plus 2.5% or LIBOR plus 3.5%.
Such interest payment option will automatically revert back to interest payment options as revised
on the March 24, 2016 amendment (see the March 24, 2016 amendment the Company entered into
with PNC above) if the Company is able to attain minimally a FCCR of 1:15:1, as calculated using
a trailing twelve month period, subsequent to any quarters after the third quarter of 2016.
As of December 31, 2016, the availability under our revolving credit was $1,748,000, based on our eligible
receivables and includes the remaining indefinite reduction of borrowing availability of $1,250,000 as
discussed above.
Pursuant to the amendment dated November 17, 2016 as discussed above, the Company’s lender also
established a “Condition Subsequent” which requires the Company to receive restricted cash from a finite
risk sinking fund in connection with our PFNWR closure policy. Immediately upon the receipt of funds, the
Company’s lender is to immediately place another $750,000 restriction on the Company’s borrowing
availability resulting in a total of $2,000,000 restriction on the Company’s borrowing availability (see “Note
14 – Commitments and Contingencies” – “Insurance” for further information of the PFNWR closure policy
and the pending receipt of the related sinking fund).
All other terms of the Revised Loan Agreement remain principally unchanged. In connection with this
amendment, the Company paid its lender a fee of $25,000, which is being amortized over the remaining
term of the loan as interest expense-financing fees.
Promissory Note
The Company entered into a $3,000,000 loan dated August 2, 2013 with Messrs. Robert Ferguson and
William Lampson (each known as the “Lender”). As consideration for the Company receiving the loan, the
Company issued to each Lender a Warrant to purchase up to 35,000 shares of the Company’s Common
Stock at an exercise price of $2.23 per share. On August 2, 2016, each Lender exercised his Warrant for the
purchase of 35,000 shares of our Common Stock, resulting in total proceeds paid to the Company of
approximately $156,000. As further consideration for the loan, the Company had also issued to each Lender
45,000 shares of the Company’s Common Stock. The fair value of the Warrants and Common Stock and the
related closing fees incurred from this transaction were recorded as a debt discount, which has been fully
66
amortized using the effective interest method over the term of the loan as interest expense – financing fees.
The loan was repaid in full by the Company in August 2016.
The following table details the amount of the maturities of long-term debt maturing in future years as of
December 31, 2016 of our continuing operations (excludes debt issuance costs).
Year ending December 31:
(In thousands)
2017 $
2018
2019
2020
2021
$
1,219
1,219
1,219
1,219
4,108
8,984
Total
NOTE 11
ACCRUED EXPENSES
Accrued expenses at December 31, include the following (in thousands):
Salaries and employee benefits
Accrued sales, property and other tax
Interest payable
Insurance payable
Other
Total accrued expenses
$
$
2016
2,695
265
6
675
453
4,094
2015
2,822
202
9
833
475
4,341
$
$
The Company had an individual Management Incentive Plan (“MIP”) for each of our Chief Executive
Officer (“CEO”), Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”) (who retired from
the position of COO effective September 30, 2016 and remained a part-time employee through December
31, 2016, at which time the COO retired from the Company), which awarded cash compensation based on
achievement of certain performance targets for fiscal year 2015. A total of approximately $214,000
(included in “salaries and employee benefits”) was accrued under the three MIPs for 2015 and was paid by
the end of the third quarter of 2016. No performance incentive payments were earned and accrued under any
of the MIPs for 2016.
NOTE 12
ACCRUED CLOSURE COSTS AND ARO
Accrued closure costs represent our estimated environmental liability to clean up our fixed-based regulated
facilities as required by our permits, in the event of closure. Changes to reported closure liabilities for the
years ended December 31, 2016 and 2015, were as follows:
Amounts in thousands
Balance as of December 31, 2014
Accretion expense
Payments
Adjustment to closure liability
Balance as of December 31, 2015
Accretion expense
Payments
Adjustment to closure liability
Balance as of December 31, 2016
67
$
$
5,508
299
(331)
(175)
5,301
374
(693)
2,333
7,315
As a result of the Company’s decision to close the M&EC subsidiary by January 2018, the Company
recorded an additional $1,626,000 in closure liabilities during the second quarter of 2016 due to a change in
estimated closure costs (see “Note 3 – M&EC Facility” for further information of this additional closure
liability). The Company also increased the closure liabilities for its PFNWR facility in the amount of
approximately $707,000 resulting from a change in estimated closure costs. In 2016, the Company had
spendings of approximately $283,000 and $410,000 in closure related activities for the M&EC and PFNWR
subsidiaries, respectively. The spendings at PFNWR facility were made in connection with the closure of
certain processing unit/equipment.
As of December 31, 2016, total accrued closure liabilities for our M&EC subsidiary totaled approximately
$3,058,000 of which $2,177,000 are recorded as current liabilities.
The decreases in closure liabilities in 2015 included approximately $331,000 of costs incurred in connection
with the closure of processing unit/equipment at our PFNWR facility and a reduction of approximately
$175,000 in closure liabilities at our PFNWR facility resulting from a change in estimated closure costs.
The reported closure asset or ARO, is reported as a component of “Net Property and equipment” in the
Consolidated Balance Sheet for the years ended December 31, 2016 and 2015 as follows:
Amounts in thousands
Balance as of December 31, 2014
Amortization of closure and post-closure asset
Adjustment to closure and post-closure asset
Balance as of December 31, 2015
Amortization of closure and post-closure asset
Adjustment to closure and post-closure asset
Balance as of December 31, 2016
$
$
2,870
(152)
(143)
2,575
(760)
2,333
4,148
The adjustment to the ARO for 2016 was due to the adjustment made to our closure liability as discussed
above.
NOTE 13
INCOME TAXES
The components of current and deferred federal and state income tax (benefit) expense for continuing
operations for the years ended December 31, consisted of the following (in thousands):
Federal income tax expense - current
Federal income tax (benefit) expense - deferred
State income tax expense - current
State income tax (benefit) expense - deferred
Total income tax (benefit) expense
2016
9
(2,657)
59
(405)
(2,994)
$
$
2015
116
142
9
276
543
$
$
We had temporary differences and net operating loss carry forwards from both our continuing and
discontinued operations, which gave rise to deferred tax assets and liabilities at December 31, 2016 and
2015 as follows (in thousands):
68
Deferred tax assets:
Net operating losses
Environmental and closure reserves
Other
Deferred tax liabilities:
Depreciation and amortization
Goodwill and indefinite lived intangible assets
Prepaid expenses
Valuation allowance
Net deferred income tax liabilities
$
2016
7,288
3,189
2,285
$
(162)
(2,362)
(72)
10,166
(12,528)
(2,362)
2015
4,566
2,497
2,800
(1,130)
(5,443)
(122)
3,168
(8,592)
(5,424)
An overall reconciliation between the expected tax (benefit) expense using the federal statutory rate of 34%
and the (benefit) expense for income taxes from continuing operations as reported in the accompanying
Consolidated Statement of Operations is provided below (in thousands).
Tax (benefit) expense at statutory rate
State tax benefit, net of federal benefit
Change in deferred tax rates
Permanent items
Difference in foreign rate
Change in deferred tax liabilities
Other
Increase in valuation allowance
Income tax (benefit) expense
2016
(5,527)
(785)
(82)
119
98
(260)
(241)
3,684
(2,994)
$
$
$
$
2015
166
(93)
208
84
40
206
(124)
56
543
The provision for income taxes is determined in accordance with ASC 740, “Income Taxes.” Deferred
income tax assets and liabilities are recognized for future tax consequences attributed to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.
Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to be recovered or settled.
Any effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date.
The Company regularly assesses the likelihood that the deferred tax asset will be recovered from future
taxable income. The Company considers projected future taxable income and ongoing tax planning
strategies, then records a valuation allowance to reduce the carrying value of the net deferred income taxes
to an amount that is more likely than not to be realized. In 2016 and 2015, we determined that it was more
likely than not that approximately $12,528,000 and $8,592,000, respectively, of deferred income tax assets
would not be realized, and as such, a full valuation allowance was applied against those deferred income tax
assets. Our valuation allowance increased by $3,684,000 and $56,000 for the years ended December 31,
2016 and 2015, respectively.
We have estimated net operating loss carryforwards (“NOLs”) for federal and state income tax purposes of
approximately $10,372,000 and $65,658,000, respectively, as of December 31, 2016. The estimated
consolidated federal and state NOLs include approximately $3,259,000 and $4,179,000, respectively, of our
majority-owned subsidiary, PF Medical, which is not part of our consolidated group for tax purposes.
These net operating losses can be carried forward and applied against future taxable income, if any, and
expire in various amounts starting in 2021. However, as a result of various stock offerings and certain
acquisitions, which in the aggregate constitute a change in control, the use of these NOLs will be limited
under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended. Additionally,
69
NOLs may be further limited under the provisions of Treasury Regulation 1.1502-21 regarding Separate
Return Limitation Years.
The tax years 2013 through 2015 remain open to examination by taxing authorities in the jurisdictions in
which the Company operates.
No uncertain tax positions were identified by the Company for the years currently open under statute of
limitations, including 2015 and 2016.
As of December 31, 2016 and 2015, the Company had approximately $0 and $32,000 of federal income tax
payable, respectively.
NOTE 14
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 are involved in various litigation. We are not a party to
any litigation or governmental proceeding which our management believes could result in any judgments
or fines against us that 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 made by 2012. During the fourth quarter of 2016, the Company’s DSSI subsidiary
recalculated the state mandated closure obligation requirement resulting in a reduction in the financial
requirement of approximately $9,711,000. As of December 31, 2016, our financial assurance coverage
amount under this policy totaled approximately $29,163,000. The Company has recorded $15,546,000 and
$15,460,000 in sinking fund related to this policy in other long term assets on the accompanying
Consolidated Balance Sheets as of December 31, 2016 and 2015, respectively, which includes interest
earned of $1,075,000 and $989,000 on the sinking fund as of December 31, 2016 and 2015, respectively.
Interest income for the twelve months ended December 31, 2016 and 2015 was approximately $86,000 and
$31,000, respectively. If the Company so elects, AIG is obligated to pay the Company 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.
In August 2007, the Company entered into a second finite risk insurance policy for our PFNWR (“PFNWR
policy”) facility with AIG. The policy provided an initial $7,800,000 of financial assurance coverage with
an annual growth rate of 1.5%, which at the end of the four year term policy, provides maximum coverage
of $8,200,000. The Company has made all of the required payments on this policy. As of December 31,
2016, our financial assurance coverage amount under this policy totaled approximately $7,973,000. The
Company has recorded $5,941,000 and $5,920,000 in our sinking fund related to this policy in other long
term assets on the accompanying Consolidated Balance Sheets as of December 31, 2016 and 2015,
respectively, which includes interest earned of $241,000 and $220,000 on the sinking fund as of December
31, 2016 and 2015, respectively. Interest income for the twelve months ended December 31, 2016 and 2015
70
was approximately $21,000 and $15,000, respectively. This policy is renewed annually at the end of the
four year term with a nominal fee for the variance between the coverage requirement and the sinking fund
balance. The Company has renewed this policy annually from 2011 to 2016 (with fees ranging from
$41,000 to $46,000 annually). All other terms of the policy remain substantially unchanged.
During the latter part of 2016, the Company initiated a plan to secure other options in providing financial
assurance coverage for our PFNWR facility, including acquiring a separate bonding mechanism, which
would enable the Company to cancel the PFNWR policy, thereby allowing for the release of the sinking
fund securing the PFNWR policy as discussed above. The Company is currently waiting for final approval
on the release of the PFNWR policy from Washington state regulators. Once the Company obtains this
release, the Company will cancel the PFNWR policy with AIG which would result in the release of the
$5,941,000 in sinking fund securing the PFNWR back to the Company. The new bonding mechanism in the
amount of approximately $7,000,000 (“new bond”) which is to provide financial assurance for the PFNWR
facility will require approximately $2,500,000 in collateral and will be provided for by the $5,941,000 in
sinking fund to be released by AIG. The Company expects this transaction to be completed by the end of the
second quarter of 2017. After the release of the $5,941,000 in finite sinking fund by AIG and payment of
the required collateral for the new bond, the Company expects to receive the approximately remaining
$3,441,000 in finite sinking funds which will be used to pay down our revolving credit.
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. As of December 31, 2016, the
total amount of these bonds and letters of credit outstanding was approximately $1,514,000, of which the
majority of the amount relates to various bonding requirements.
Operating Leases
The Company leases certain facilities and equipment under operating leases. The following table lists
future minimum rental payments as of December 31, 2016 under these leases for our continuing operations
(in thousands):
Year ending December 31:
2017
2018
beyond 2018
Total
700
178
―
878
$
Total rent expense was $1,027,000 and $976,000 for the years ended 2016 and 2015, respectively, for our
continuing operations. These amounts included payments on non-cancelable operating leases of
approximately $735,000 and $659,000 for the years ended 2016 and 2015, respectively. The remaining rent
expense was for non-contractual monthly and daily rentals of specific use vehicles, machinery and
equipment.
NOTE 15
PROFIT SHARING PLAN
The Company adopted a 401(k) Plan in 1992, which is intended to comply with Section 401 of the Internal
Revenue Code and the provisions of the Employee Retirement Income Security Act of 1974. All full-time
employees who have attained the age of 18 are eligible to participate in the 401(k) Plan. Eligibility is
immediate upon employment but enrollment is only allowed during four quarterly open periods of January
1, April 1, July 1, and October 1. Participating employees may make annual pretax contributions to their
accounts up to 100% of their compensation, up to a maximum amount as limited by law. The Company, at
its discretion, may make matching contributions of 25% based on the employee’s elective contributions.
Company contributions vest over a period of five years. In 2016 and 2015, the Company contributed
approximately $307,000 and $303,000 in 401(k) matching funds, respectively.
71
NOTE 16
RELATED PARTY TRANSACTIONS
Related Party Transactions
Mr. David Centofanti
Mr. David Centofanti serves as our Vice President of Information Systems. For such position, he received
annual compensation of $168,000 for each of the years 2016 and 2015. Mr. David Centofanti is the son of
our CEO, President and a Board member, Dr. Louis F. Centofanti.
Mr. Robert L. Ferguson
Mr. Robert L. Ferguson serves as an advisor to the Company’s Board and is also a member of the
Supervisory Board of PF Medical, a majority-owned Polish subsidiary of the Company. Mr. Ferguson
previously served as a Board member of the Company from June 2007 to February 2010 and again from
August 2011 to September 2012. As an advisor to the Company’s Board, Mr. Ferguson is paid $4,000
monthly plus reasonable expenses. For such services, Mr. Ferguson received compensation of
approximately $59,000 and $58,000 for the years ended December 31, 2016 and 2015, respectively. On
August 2, 2013, the Company completed a lending transaction with Messrs. Robert Ferguson and William
Lampson (“collectively, the “Lenders”), whereby the Company borrowed from the Lenders the sum of
$3,000,000 (which was paid off by the Company in August 2016) pursuant to the terms of a Loan and
Security Purchase Agreement and promissory note (the “Loan”) (see further details and terms of this Loan
in “Note 10 – Long Term Debt – Promissory Note”).
Mr. John Climaco
On June 2, 2015, Mr. Climaco, a current member of the Company’s Board, was elected as the EVP of PF
Medical. As EVP of PF Medical, Mr. Climaco receives an annual salary of $150,000 and is not eligible to
receive compensation for serving on the Company’s Board.
Mr. Climaco previously had a consulting agreement with the Company effective September 2014 (approved
by the Board with Mr. Climaco abstaining) to perform certain consulting functions for the Company as
determined by the Board, including review of operating and accounting functions, strategic opportunity and
other initiatives, and the development of the Company’s medical isotope production technology. The
consulting agreement was terminated effective June 2, 2015 upon Mr. Climaco’s election as EVP of PF
Medical. Mr. Climaco was paid $22,000 per month under the consulting agreement and received
approximately $117,000 in 2015 for his services under the consulting agreement.
Mr. Climaco is also a Director of Digirad Corporation. On July 24, 2015, PF Medical and Digirad entered
into a multi-year Tc-99m Supplier Agreement and a Subscription Agreement (see further details of these
agreements in “Note 4 – PF Medical”)..
Employment Agreements
The Company has employment agreements (each dated July 10, 2014 and effective for three years) with
each of Dr. Centofanti (our President and CEO) and Ben Naccarato (our CFO). Each employment
agreement provides for annual base salaries, bonuses (including MIPs as approved by our Board and
Compensation Committee), and other benefits commonly found in such agreements. In addition, each
employment agreement provides that in the event of termination of such officer without cause or
termination by the officer for good reason (as such terms are defined in the employment agreement), the
terminated officer shall receive payments of an amount equal to benefits that have accrued as of the
termination but had not yet been paid, plus an amount equal to one year’s base salary at the time of
termination. In addition, each of the employment agreements provide that in the event of a change in
control (as defined in the employment agreements), all outstanding stock options to purchase the
Company’s Common Stock granted to, and held by, the officer covered by the employment agreement to be
immediately vested and exercisable. Mr. John Lash, our previous COO who retired from the position
effective September 30, 2016 and who remained as a part-time employee of the Company through
December 31, 2016, also had an employment agreement dated July 10, 2014 with substantially the same
provisions as described above. Upon Mr. Lash’s resignation as COO effective September 30, 2016, his
72
employment agreement also terminated. No amount was payable under Mr. Lash’s employment agreement
upon his resignation as COO. (See “Note 18 – Subsequent Events – Employment Agreement and MIPs” for
a discussion of the Employment Agreement with the Company’s EVP/COO and the Company’s MIPs with
its CEO, EVP/COO, and CFO).
NOTE 17
SEGMENT REPORTING
In accordance with ASC 280, “Segment Reporting”, we define an operating segment as a business activity:
• from which we may earn revenue and incur expenses;
• whose operating results are regularly reviewed by the chief operating decision maker
(“CODM”) to make decisions about resources to be allocated to the segment and assess its
performance; and
• for which discrete financial information is available.
We currently have three reporting segments, which include Treatment and Services Segments, which are
based on a service offering approach; and Medical, whose primary purpose at this time is the R&D of a new
medical isotope production technology. The Medical Segment has not generated any revenues and all costs
incurred are reflected within R&D in the accompanying Consolidated Statements of Operations. Our
reporting segments exclude our corporate headquarter and our discontinued operations (see “Note 9 –
Discontinued Operations”) which do not generate revenues.
The table below shows certain financial information of our reporting segments for 2016 and 2015 (in
thousands).
73
Segment Reporting as of and for the year ended December 31, 2016
Revenue from external customers
Intercompany revenues
Gross profit
Research and development
Interest income
Interest expense
Interest expense-financing fees
Depreciation and amortization
Segment (loss) income before income taxes
Income tax (benefit) expense
Segment (loss) income
Segment assets(1)
Expenditures for segment assets
Total debt
Treatment
$ 32,253
40
4,015
504
3
(29)
3,451
(10,119) (6)
(3,013) (6)
(7,106)
32,482
418
Services
$ 18,966
28
3,069
38
(2)
632
744
744
8,105
17
Medical
1,489
(1,489)
(1,489)
382
1
Segments
Total
$ 51,219 (3)
68
7,084
2,031
3
(31)
4,083
(10,864)
(3,013)
(7,851)
40,969
436
Corporate
$ —
15
107
(458)
(108)
82
(5,393)
19
(5,412)
24,366 (4)
8,833 (5)
(2)
Consolidated
Total
$ 51,219
7,084
2,046
110
(489)
(108)
4,165
(16,257)
(2,994)
(13,263)
65,335
436
8,833
Segment Reporting as of and for the year ended December 31, 2015
Revenue from external customers
Intercompany revenues
Gross profit
Research and development
Interest income
Interest expense
Interest expense-financing fees
Depreciation and amortization
Segment income (loss) before income taxes
Income tax expense
Segment income (loss)
Segment assets(1)
Expenditures for segment assets
Total debt
Treatment
$ 41,318
113
10,910
179
6
(38)
(2)
2,949
7,101
538
6,563
46,307
579
23
Services
$ 21,065
25
3,441
725
1,178
1,178
9,481
33
Medical
2,114
(2,114)
(2,114)
1,793
Segments
Total
$ 62,383 (3)
138
14,351
2,293
6
(38)
(2)
3,674
6,165
538
5,627
57,581
612
23
Corporate
$ —
9
47
(451)
(226)
43
(5,685)
5
(5,690)
25,332 (4)
11
9,813 (5)
(2)
Consolidated
Total
$ 62,383
14,351
2,302
53
(489)
(228)
3,717
480
543
(63)
82,913
623
9,836
(1) Segment assets have been adjusted for intercompany accounts to reflect actual assets for each segment.
(2) Amounts reflect the activity for corporate headquarters not included in the segment information.
(3) The Company performed services relating to waste generated by the federal government, either directly as a prime contractor or
indirectly for others as a subcontractor to the federal government, representing approximately $27,354,000 or 53.4% of total
revenue from continuing operations during 2016 and $36,105,000 or 57.9% of total revenue from continuing operations during
2015. The following reflects such revenue generated by our two segments:
Treatment
Services
Total
2016
21,434,000
5,920,000
27,354,000
$
$
2015
30,130,000
5,975,000
36,105,000
$
$
(4) Amount includes assets from our discontinued operations of $434,000 and $565,000, as of December 31, 2016 and 2015,
respectively.
(5) Net of debt discount of ($0) and ($50,000) for 2016 and 2015, respectively, and net of debt issuance costs of ($151,000) and
($152,000) for 2016 and 2015, respectively (see “Note 10 – “Long-Term Debt” for additional information).
(6) Amounts include tangible and intangible asset impairment losses of $1,816,000 and $8,288,000, respectively for the Company’s
M&EC subsidiary recorded in the second quarter of 2016 (see “Note 3 – M&EC Facility”). Also includes a tax benefit of
approximately $3,203,000 recorded resulting from the intangible impairment loss recorded for our M&EC subsidiary.
74
NOTE 18
SUBSEQUENT EVENTS
Employment Agreement and MIPs
On January 19, 2017, the Company entered into an employment agreement (the “EVP/COO Employment
Agreement”) with Mr. Mark Duff, EVP/COO. Upon Mr. Lash’s retirement as COO effective September 30,
2016, Mr. Duff assumed the additional position of COO and continues his position as EVP of the Company.
The EVP/COO Employment Agreement is effective June 11, 2016 (Mr. Duff’s effective date of
employment as EVP) and has a term of three years. Pursuant to the EVP/COO Employment Agreement, Mr.
Duff will continue to serve as the Company’s EVP/COO, with an annual base salary of $267,000. The
EVP/COO Employment Agreement also provides substantially the same provisions as the employment
agreements described for the CEO and CFO (see “Note 16 – Related Party Transactions – Employment
Agreements” for these provisions).
On January 19, 2017, the Board and Compensation Committee approved individual MIPs for the CEO,
EVP/COO, and CFO. The MIPs are effective January 1, 2017. Each MIP provides guidelines for the
calculation of annual cash incentive based compensation, subject to Compensation Committee oversight and
modification. Each MIP awards cash compensation based on achievement of performance thresholds, with
the amount of such compensation established as a percentage of base salary. The potential target
performance compensation ranges from 5% to 100% of the 2017 base salary for the CEO ($13,962 to
$279,248), 5% to 100% of the 2017 base salary for the EVP/COO ($13,350 to $267,000), and 5% to 100%
of the 2017 base salary for the CFO ($11,033 to $220,667).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures.
We maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in our periodic reports filed with the Securities and Exchange
Commission (the “Commission”) is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the Commission and that such information is
accumulated and communicated to our management, including the Chief Executive Officer
(“CEO”) (Principal Executive Officer), and Chief Financial Officer (“CFO”) (Principal
Financial Officer), as appropriate to allow timely decisions regarding the required disclosure.
In designing and assessing our disclosure controls and procedures, our management
recognizes that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving their stated control objectives and are subject
to certain limitations, including the exercise of judgment by individuals, the difficulty in
identifying unlikely future events, and the difficulty in eliminating misconduct completely.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of
our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended. Based upon this assessment, our CEO and
CFO have concluded that our disclosure controls and procedures were effective as of
December 31, 2016.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the
Securities Exchange Act of 1934. Internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America. Because of its inherent
75
limitations, internal control over financial reporting may not prevent or detect misstatements
or fraudulent acts. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate. A control
system, no matter how well designed, can provide only reasonable assurance with respect to
financial statement preparation and presentation.
Internal control over financial reporting includes those policies and procedures that (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance
that transactions are recorded as necessary to permit the preparation of the consolidated
financial statements in accordance with generally accepted accounting principles in the United
States of America, and that receipts and expenditures of the Company are being made only in
accordance with appropriate authorizations of management and directors of the Company; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a material effect on the
consolidated financial statements.
Management, with the participation of our CEO and CFO, conducted an assessment of the
effectiveness of internal control over financial reporting as of December 31, 2016 based on the
framework in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment,
management, with the participation of our CEO and CFO, concluded that the Company’s
internal control over financial reporting was effective as of December 31, 2016.
This Form 10-K does not include an attestation report of the Company’s independent
registered public accounting firm regarding internal control over financial reporting. Since the
Company is not a large accelerated filer or an accelerated filer, management’s report was not
subject to attestation by the Company’s independent registered public accounting firm
pursuant to the rules of the Commission that permit the Company to provide only
management’s report in this Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting during the fiscal
quarter ended December 31, 2016 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
ITEM 9B.
OTHER INFORMATION
None.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS
The following table sets forth, as of the date of this Report, information concerning our Board of Directors
(“Board”):
NAME (1)
Dr. Louis F. Centofanti
Mr. John M. Climaco
Mr. Robert Cochran (1)
Dr. Gary Kugler
Honorable Joe R. Reeder
AGE POSITION
73 Director; President and Chief Executive Officer (“CEO”);
Supervisory Board Member, Perma-Fix Medical S.A.
48 Director; Executive Vice President, Perma-Fix Medical S.A.
63 Director
76 Director
69 Director
76
Mr. Larry M. Shelton
Mr. Mark A. Zwecker
63 Chairman of the Board
66 Director
Each director is elected to serve until the next annual meeting of stockholders.
(1) Mr. Robert Cochran was appointed by the Board as a director effective January 13, 2017 to fill the
vacancy left by Mr. Jack Lahav, who retired from the Board effective October 27, 2016. Mr. Lahav’s
decision to retire was based on personal reasons and was not as a result of any disagreement with the
Company or due to any matter relating to the Company’s operations, policies or practices.
Director Information
Our directors and executive officers, their ages, the positions with us held by each of them, the periods
during which they have served in such positions and a summary of their recent business experience is set
forth below. Each of the biographies of the current directors listed below also contains information
regarding such person's service as a director, business experience, director positions with other public
companies held currently or at any time during the past five years, and the experience, qualifications,
attributes and skills that our Board of Directors considered in selecting each of them to serve as one of our
directors.
Dr. Louis F. Centofanti
Dr. Centofanti is currently the Company’s President and CEO, positions he has held since March 1996 and
also from February 1991 to September 1995. Dr. Centofanti served as Chairman of our Board from the
Company’s inception in February 1991 until December 16, 2014, at which time Mr. Larry M. Shelton, an
independent member of our Board, was appointed Chairman. Dr. Centofanti continues to serve as a member
of our Board. In January 2015, Dr. Centofanti was appointed by the U.S Secretary of Commerce Penny
Prizker to serve on the U.S. Department of Commerce’s Civil Nuclear Trade Advisory Committee
(“CINTAC”). The CINTAC is composed of industry representatives from the civil nuclear industry and
meets periodically throughout the year to discuss the critical trade issues facing the U.S. civil nuclear sector.
Effective June 2, 2015, Dr. Centofanti was elected to the Supervisory Board of PF Medical, a majority-
owned Polish subsidiary of the Company involved in the research and development (“R&D”) of a new
medical isotope production technology. From 1985 until joining the Company, Dr. Centofanti served as
Senior Vice President (“SVP”) of USPCI, Inc., a large, publicly-held hazardous waste management
company, where he was responsible for managing the treatment, reclamation and technical groups within
USPCI. In 1981, he founded PPM, Inc. (later sold to USPCI), a hazardous waste management company
specializing in treating PCB contaminated oil. From 1978 to 1981, Dr. Centofanti served as Regional
Administrator of the U.S. Department of Energy for the southeastern region of the United States. Dr.
Centofanti has a Ph.D. and a M.S. in Chemistry from the University of Michigan, and a B.S. in Chemistry
from Youngstown State University.
As founder of Perma-Fix and PPM, Inc., and as a senior executive at USPCI, Dr. Centofanti combines
extensive business experience in the waste management industry with a drive for innovative technology
which is critical for a waste management company. In addition, his service in the government sector
provides a solid foundation for the continuing growth of the Company, particularly within the Company’s
Nuclear business. Dr. Centofanti’s comprehensive understanding of the Company’s operations and his
extensive knowledge of its history, coupled with his drive for innovation and excellence, positions Dr.
Centofanti to optimize our role in this competitive, evolving market, and led the Board to conclude that he
should serve as a director.
John M. Climaco
Mr. Climaco has been a director of the Company since October 2013. Effective June 2, 2015, Mr. Climaco
was named the Executive Vice President (“EVP”) of PF Medical. From 2012 through 2015, Mr. Climaco
served as an independent consultant to a variety of healthcare and medical technology companies. Since
June 2015, Mr. Climaco has served as a board member for Essex Rental Corporation, a Nasdaq-listed
heavy-lifting-equipment rental and leasing company that provides various types of cranes, other lifting
equipment, and product support used in a wide array of construction projects and whose securities are traded
over-the-counter. Mr. Climaco has also served as a board member since 2012 for Digirad Corporation, a
77
NASDAQ-listed company that manufactures cameras for nuclear imaging applications and provides for in-
office nuclear cardiology imaging (see “Certain Relationships and Related Transactions, and Director
Independence” for a discussion of Mr. Climaco’s employment with PF Medical and a transaction between
PF Medical and Digirad Corporation). Mr. Climaco has previously served as a board member for PDI, Inc.,
a Nasdaq-listed provider of outsourced commercial services to pharmaceutical, biotechnology, and
healthcare companies. He has also served as a board member for InfuSystem Holdings, Inc., a NASDAQ-
listed company that is a leading supplier of infusion services to oncologists and other out-patient treatment
settings. From 2003 to 2012, Mr. Climaco served as president and chief executive officer, as well as a
director, of Axial Biotech, Inc., a privately-held, venture-backed molecular diagnostics company
specializing in spine disorders, which he cofounded in 2003. From 2001 to 2007, he practiced law for the
firm of Fabian and Clendenin, specializing in corporate and tax legal strategies for diverse clients across the
U.S. and Europe, as well as joint venture, corporate and securities transactions. Mr. Climaco earned his
B.A. in Philosophy from Middlebury College and holds a J.D. from the University of California Hasting
College of the Law.
Mr. Climaco’s extensive legal and operational experience, including strategic planning and business
development, provides valuable insight to the Company’s immediate and future growth in our industry, and
led the Board to conclude that he should serve as a director.
Robert Cochran
Since November 2015, Mr. Cochran has been President and CEO of CTG, LLC, a company that provides
strategic business development support, as well as acquisitions and business/management restructuring
activity support. Since April 2012, Mr. Cochran has been a director of Longenecker & Associates, Inc., a
privately held consulting firm that provides highly specialized, fast-response technical-management support
to nuclear and environmental industries. From March 2012 to November 2015, Mr. Cochran served as
President and Officer Director of CB&I Federal Services, LLC (a subsidiary of Chicago Bridge & Iron
Company, NYSE: CBI), which provides mission-critical services primarily to the U.S. federal government.
From 2006 to 2011, Mr. Cochran served as President of B&W Technical Service Group, Inc., an operating
group of The Babcock & Wilcox Company (NYSE: BW), which provides support to government and
commercial clients, including management and operation of complex high-consequence nuclear facilities,
nuclear material processing and manufacturing, classified component manufacturing, engineering,
procurement and construction of major capital projects, nuclear safeguards and security, environmental
cleanup and remediation, and nuclear-facility deactivation. From 2007 to 2011, Mr. Cochran served as
Chairman of the Board of Pantex LLC and B&W Y-12, where he had direct responsibility for the
performance and operations associated with nuclear weapons production enterprise. Before joining The
Babcock & Wilcox Company, Mr. Cochran worked for more than 20 years in operations and development
within the engineering, construction, facilities management and operations, environmental technology, and
remediation industries. This experience includes serving as President and CEO of MAGma LLC, a
privately-held company that provided management and operational restructuring, strategic development,
and acquisition/divestiture services to the public utility, engineering and construction, and Department of
Energy business sectors. Additionally, as its SVP, Mr. Cochran led Tyco Infrastructure’s development and
delivery of services, opening new markets and service areas valued at more than $1 billion. Mr. Cochran
received an executive M.B.A. from the University of Richmond’s Robins School of Business and a B.S.
from James Madison University.
Mr. Cochran has extensive career in solving and overseeing solutions to complex issues involving both
domestic and international concerns. In addition, his government related services provide solid experience
for the continuing growth of the Company’s Treatment and Services Segments. His extensive knowledge
and problem-solving experience enhances the Board’s ability to address significant challenges in the nuclear
market, and led the Board to conclude that he should serve as a director.
Dr. Gary G. Kugler
Dr. Gary Kugler, a director since September 2013, served as the Chairman of the Board of the Nuclear
Waste Management Organization (“NWMO”) from 2006 to June 2014, where he led its oversight through
the work of four committees, including an Audit-Finance-Risk Committee. NWMO was established under
the Canadian Nuclear Fuel Waste Act (2002) to investigate and implement approaches for managing
78
Canada’s used nuclear fuel. Dr. Kugler also served on the Board of Ontario Power Generation, Inc.
(“OPG”) from 2004 to March 2014 where he served as a member on four different committees, including
the Audit, Finance, and Risk Committee from 2004 to 2008. OPG is one of Canada’s largest electricity
generation companies, owning 18 nuclear, 65 hydro, and two biomass power plants. Dr. Kugler served as a
member of the Supervisory Board of PF Medical from June 2015 to December 2016. Dr. Kugler has had an
extensive career in the nuclear industry, both nationally and internationally. He retired from Atomic
Energy of Canada Limited (“AECL”) as SVP, Nuclear Products & Services, in 2004, where he was
responsible for all of AECL’s commercial operations, including nuclear power plant sales and services
world-wide. During his 34 years with AECL, he held various technical, project management, business
development, and executive positions. Prior to joining AECL, Dr. Kugler served as a pilot in the Canadian
air force. He holds a Ph.D. in nuclear physics from McMaster University and is a graduate of the Directors
Education Program of the Institute of Corporate Directors.
Dr. Kugler’s extensive career in the nuclear industry, both nationally and internationally, brings valuable
insight and knowledge to the Company as it expands its business internationally, and led the Board to
conclude that he should serve as a director.
largest law
the nation's
for Greenberg Traurig LLP, one of
Honorable Joe R. Reeder
Mr. Reeder, a director since April 2003, served as the Shareholder-in-Charge of the Mid-Atlantic Region
(1999-2008)
firms, with 38
offices and approximately 2,000 attorneys worldwide. Currently, a principal shareholder in the law firm,
Mr. Reeder’s clientele includes sovereign nations, international corporations, and law firms throughout
the U.S. As the 14th Undersecretary of the U.S. Army (1993-97), Mr. Reeder also served for three years as
Chairman of the Panama Canal Commission's Board where he oversaw a multibillion-dollar infrastructure
program, and, for the past fourteen years he has served on the International Advisory Board of the Panama
Canal. He has served on the boards of the National Defense Industry Association (NDIA) (and chaired
NDIA’s Ethics Committee), the Armed Services YMCA, and many other private companies and charitable
organizations. Following successive appointments by Virginia governors Mark Warner and Tim Kaine, Mr.
Reeder served seven years as Chairman of two Commonwealth of Virginia military boards and served ten
years on the National USO Board. Mr. Reeder was appointed by Governor Terry McCauliffe to the Virginia
Military Institute’s Board of Visitors (2014). Mr. Reeder is also a television commentator on legal and
national security issues. Among other corporate positions, he has been a director since September 2005 for
ELBIT Systems of America, LLC, a wholly-owned subsidiary of Elbit Systems Ltd. (NASDAQ: ESLT),
that provides product and system solutions focusing on defense, homeland security, and commercial
aviation. Mr. Reeder also serves as a Board member for Washington First Bank (since April 2004), and of
its parent bank holding company, Washington First Bankshares, Inc. (since 2009). A graduate of West Point
who served in the 82nd Airborne Division following Ranger School, Mr. Reeder earned his J.D. from the
University of Texas and his L.L.M. from Georgetown University.
Mr. Reeder has a distinguished career in solving and overseeing solutions to complex issues involving both
domestic and international concerns. His extensive knowledge and problem-solving experience has
enhanced the Board’s ability to address significant challenges in the nuclear market, and led the Board to
conclude that he should serve as a director.
Mr. Larry M. Shelton
Mr. Shelton, a director since July 2006, was appointed to the position of Chairman of the Board of the
Company on December 16, 2014, replacing Dr. Louis Centofanti, who had held that position since February
1991. Mr. Shelton currently is the Chief Financial Officer (“CFO”) (since 1999) of S K Hart Management,
LLC, a private investment management company. In January 2013, Mr. Shelton was elected President of
Pony Express Land Development, Inc. (an affiliate of SK Hart Management, LLC), a privately-held land
development company, for which he has served on the Board since December 2005. In March 2012, he was
appointed Director and CFO of S K Hart Ranches (PTY) Ltd, a private South African Company involved in
agriculture. Mr. Shelton served as a member of the Supervisory Board of PF Medical from April 2014 to
December 2016. Mr. Shelton has over 18 years of experience as an executive financial officer for several
waste management companies, including as CFO of Envirocare of Utah, Inc. (now Energy Solutions (1995–
1999)), and CFO of USPCI, Inc. (1982–1987), a NYSE- listed company. Since July 1989, Mr. Shelton has
79
served on the Board of Subsurface Technologies, Inc., a privately-held company specializing in providing
environmentally sound innovative solutions for water well rehabilitation and development. Mr. Shelton has
a B.A. in accounting from the University of Oklahoma.
With his years of accounting experience as CFO for various companies, including a number of waste
management companies, Mr. Shelton combines extensive knowledge and understanding of accounting
principles, financial reporting requirements, evaluating and overseeing financial reporting processes and
business matters. These factors led the Board to conclude that he should serve as a director.
Mr. Mark A. Zwecker
Mark Zwecker, a director since the Company's inception in January 1991, currently serves as the CFO and a
Board member for JCI US Inc., a telecommunications company and wholly-owned subsidiary of Japan
Communications, Inc. (Tokyo Stock Exchange (Securities Code: 9424)), which provides cellular service for
M2M (machine to machine) applications. From 2006 to 2013, Mr. Zwecker served as Director of Finance
for Communications Security and Compliance Technologies, Inc., a wholly-owned subsidiary of JCI US
Inc. that develops security software products for the mobile workforce. From 1997 to 2006, Mr. Zwecker
served as President of ACI Technology, LLC, an IT services provider, and from 1986 to 1998, he served as
Vice President of Finance and Administration for American Combustion, Inc., a combustion technology
solutions provider. In 1983, with Dr. Centofanti, Mr. Zwecker co-founded a start-up, PPM, Inc., a
hazardous waste management company. He remained with PPM, Inc. until its acquisition in 1985 by
USPCI. Mr. Zwecker has a B.S. in Industrial and Systems Engineering from the Georgia Institute of
Technology and an M.B.A. from Harvard University.
As a director since our inception, Mr. Zwecker’s understanding of our business provides valuable insight to
the Board. With years of experience in operations and finance for various companies, including a number
of waste management companies, Mr. Zwecker combines extensive knowledge of accounting principles,
financial reporting rules and regulations, the ability to evaluate financial results, and understanding of
financial reporting processes. He has an extensive background in operating complex organizations. Mr.
Zwecker’s experience and background position him well to serve as a member of our Board. These factors
led the Board to conclude that he should serve as a director.
BOARD LEADERSHIP STRUCTURE
We currently separate the roles of Chairman of the Board and CEO. The Board believes that its current
leadership structure, with Dr. Centofanti serving as President and CEO and Mr. Shelton serving as our
independent non-executive Chairman of the Board, is appropriate for the Company at this time, as this
structure promotes balance between the Board’s independent authority to oversee our business, and the CEO
and his management team, who manage the business on a day-to-day basis.
The Company does not have a written policy with respect to the separation of the positions of Chairman of
the Board and CEO. The Company believes it is important to retain its flexibility to allocate the
responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the
Company at a given point in time; therefore, the Company’s leadership structure may change in the future
as circumstances may dictate.
Mr. Mark Zwecker, a current member of our Board, continues to serve as the Independent Lead Director, a
position he has held since February 2010. The Lead Director’s role includes:
•
•
•
•
convening and chairing meetings of the non-employee directors as necessary from time to time and
Board meetings in the absence of the Chairman of the Board;
acting as liaison between directors, committee chairs and management;
serving as information sources for directors and management; and
carrying out responsibilities as the Board may delegate from time to time.
80
AUDIT COMMITTEE
We have a separately designated standing Audit Committee of our Board established in accordance with
Section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Mark A. Zwecker
(Chairperson), Larry M. Shelton, and Dr. Gary G. Kugler, who replaced Mr. Jack Lahav upon Mr. Lahav’s
retirement from the Board effective October 27, 2016.
Our Board has determined that each of our Audit Committee members is and was independent within the
meaning of the rules of NASDAQ and is an “audit committee financial expert” as defined by Item
407(d)(5)(ii) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Audit Committee has also discussed with Grant Thornton, LLP, the Company’s independent registered
accounting firm, the matters required to be discussed by Public Company Accounting Oversight Board
(“PCAOB”) Auditing Standard No. 16 (Communications with Audit Committee).
BOARD INDEPENDENCE
The Board has determined that each director, other than Dr. Centofanti and Mr. John Climaco, is
“independent” within the meaning of the applicable NASDAQ rules. Dr. Centofanti is not deemed to be an
“independent director” because of his employment as a senior executive of the Company. The Board
determined that Mr. Climaco does not currently qualify as an “independent director” because of his
employment as EVP of PF Medical, a majority-owned Polish subsidiary of the Company and because he is
also a director of Digirad Corporation, with which PF Medical entered into a supplier agreement and a
subscription agreement (together, the “Digirad Agreement”) on July 24, 2015 (see “John Climaco” under
“Certain Relationships and Related Transactions, and Director Independence” for further discussion of his
position with PF Medical and a description of the Digirad Agreement).
COMPENSATION AND STOCK OPTION COMMITTEE
The Compensation and Stock Option Committee (“Compensation Committee”) reviews and recommends to
the Board the compensation and benefits of all of the Company’s officers and reviews general policy matters
relating to compensation and benefits of the Company’s employees. The Compensation Committee also
administers the Company’s stock option plans. The Compensation Committee has the sole authority to retain
and terminate a compensation consultant, as well as to approve the consultant’s fees and other terms of
engagement. It also has the authority to obtain advice and assistance from internal or external legal,
accounting or other advisors. No compensation consultant was employed during 2016. Members of the
Compensation Committee are Dr. Gary G. Kugler (Chairperson), Larry M. Shelton, and Joe R. Reeder.
Mark A. Zwecker was a member of the Compensation Committee until October 27, 2016. None of the
members of the Compensation Committee has been an officer or employee of the Company or has had any
relationship with the Company requiring disclosure under applicable Securities and Exchange Commission
regulations.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
We have a separately-designated standing Corporate Governance and Nominating Committee (the
“Nominating Committee”). Members of the Nominating Committee are Joe R. Reeder (Chairperson), Dr.
Gary G. Kugler and Mark A. Zwecker, who replaced Mr. Jack Lahav upon Mr. Lahav’s retirement from the
Board effective October 27, 2016. All members of the Nominating Committee are and were “independent”
as that term is defined by current NASDAQ listing standards.
The Nominating Committee recommends to the Board candidates to fill vacancies on the Board and the
nominees for election as the directors at each annual meeting of stockholders. In making such
recommendation, the Nominating Committee takes into account information provided to them from the
candidate, as well as the Nominating Committee’s own knowledge and information obtained through
inquiries to third parties to the extent the Nominating Committee deems appropriate. The Company’s
Amended and Restated Bylaws, as amended (the “Bylaws”), sets forth certain minimum director
qualifications to qualify for nomination for elections as a Director. To qualify for nomination or election as
a director, an individual must:
• be an individual at least 21 years of age who is not under legal disability;
81
• have the ability to be present, in person, at all regular and special meetings of the Board;
• not serve on the boards of more than three other publicly held companies;
•
satisfy the director qualification requirements of all environmental and nuclear commissions, boards
or similar regulatory or law enforcement authorities to which the Corporation is subject so as not to
cause the Corporation to fail to satisfy any of the licensing requirements imposed by any such
authority;
• not be affiliated with, employed by or a representative of, or have or acquire a material personal
involvement with, or material financial interest in, any “Business Competitor” (as defined);
• not have been convicted of a felony or of any misdemeanor involving moral turpitude; and
• have been nominated for election to the Board in accordance with the terms of the Bylaws.
In addition to the minimum director qualifications as mentioned above, each candidate’s qualifications are
also reviewed to include:
•
•
•
standards of integrity, personal ethics and value, commitment, and independence of thought and
judgment;
ability to represent the interests of the Company’s stockholders;
ability to dedicate sufficient time, energy and attention to fulfill the requirements of the position;
and
• diversity of skills and experience with respect to accounting and finance, management and
leadership, business acumen, vision and strategy, charitable causes, business operations, and
industry knowledge.
The Nominating Committee does not assign specific weight to any particular criteria and no particular
criterion is necessarily applicable to all prospective nominees. The Nominating Committee does not have a
formal policy for the consideration of diversity in identifying nominees for directors; however, the
Company believes that the backgrounds and qualifications of the directors, considered as a group, should
provide a significant composite mix of experience, knowledge, and abilities that will allow the Board to
fulfill its responsibilities.
Stockholder Nominees
There have been no changes to the stockholder nomination process since the Company’s last proxy
statement. The procedure for stockholder nominees to the Board is set out below.
The Nominating Committee will consider properly submitted stockholder nominations for candidates for
membership on the Board from stockholders who meet each of the requirements set forth in the Bylaws,
including, but not limited to, the requirements that any such stockholder own at least 1% of the Company’s
shares of the Common Stock entitled to vote at the meeting on such election, has held such shares
continuously for at least one full year, and continuously holds such shares through and including the time of
the annual or special meeting. Nominations of persons for election to the Board may be made at any
Annual Meeting of Stockholders, or at any Special Meeting of Stockholders called for the purpose of
electing directors. Any stockholder nomination (“Proposed Nominee”) must comply with the requirements
of the Bylaws and the Proposed Nominee must meet the minimum qualification requirements as discussed
above. For a nomination to be made by a stockholder, such stockholder must provide advance written notice
to the Nominating Committee, delivered to the Company’s principal executive office address (i) in the case
of an Annual Meeting of Stockholders, no later than the 90th day nor earlier than the 120th day prior to the
anniversary date of the immediately preceding Annual Meeting of Stockholders; and (ii) in the case of a
Special Meeting of Stockholders called for the purpose of electing directors, not later than the 10th day
following the day on which public disclosure of the date of the Special Meeting of Stockholders was made.
The Nominating Committee will evaluate the qualification of the Proposed Nominee and the Proposed
Nominee’s disclosure and compliance requirements in accordance with the Company’s Bylaws. If the
Board, upon the recommendation of the Nominating Committee, determines that a nomination was not
made in accordance with the Bylaws, the Chairman of the Meeting shall declare the nomination defective
and it will be disregarded.
82
RESEARCH AND DEVELOPMENT COMMITTEE
We have a separately-designated standing Research and Development Committee (the “R&D Committee”).
Members of the R&D Committee include Dr. Gary G. Kugler and Dr. Louis Centofanti.
The R&D Committee outlines the structures and functions of the Company’s research and development
strategies, the acquisition and protection of the Company’s intellectual property rights and assets, and
provides its perspective on such matter to the Board. The R&D Committee does not have a charter.
STRATEGIC ADVISORY COMMITTEE
We have a separately-designated Strategic Advisory Committee (the “Strategic Committee”). The primary
functions of the Strategic Committee are to investigate and evaluate strategic alternatives available to
the Company and to work with management on long-range strategic planning and identifying
potential new business opportunities. The members of the Strategic Advisory Committee are John M.
Climaco (Chairperson), Joe R. Reeder, Mark A. Zwecker, and Larry M. Shelton. The Strategic Advisory
Committee does not have a charter.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth, as of the date hereof, information concerning our executive officers:
NAME
Dr. Louis Centofanti
Mr. Ben Naccarato
Mr. Mark Duff
AGE
73
54
54
POSITION
President and CEO
CFO, Vice President, and Secretary
EVP and Chief Operating Officer (“COO”)
Dr. Louis Centofanti
See “Director – Dr. Louis F. Centofanti” in this section for information on Dr. Centofanti.
Mr. Ben Naccarato
Mr. Naccarato has served as the CFO since February 26, 2009. Mr. Naccarato joined the Company in
September 2004 and served as Vice President, Finance of the Company’s Industrial Segment until May
2006, when he was named Vice President, Corporate Controller/Treasurer. From December 2002 to
September 2004, Mr. Naccarato was the CFO of Culp Petroleum Company, Inc., a privately held company
in the fuel distribution and used waste oil industry. In July 2015, Mr. Naccarato was named the CFO of PF
Medical, the Company’s majority-owned Polish subsidiary involved in the research and development of a
new medical isotope technology. Effective December 22, 2015, Mr. Naccarato was appointed to the
Management Board of PF Medical. Mr. Naccarato is a graduate of University of Toronto having received a
Bachelor of Commerce and Finance Degree and is a Chartered Professional Accountant, Certified
Management Accountant.
Mr. Mark Duff
On May 15, 2016, the Board appointed Mr. Mark Duff to the position of EVP, effective June 11, 2016. Mr.
Duff brings additional experience and leadership to the Company to support and help accelerate anticipated
revenue growth and profitability. Upon Mr. John Lash’s retirement as COO of the Company effective
September 30, 2016, Mr. Duff assumed the additional position of the Company’s COO, and continues his
position as EVP of the Company. Mr. Duff has 30 years of management and technical experience in the U.S
Department of Energy (“DOE”) and U.S. Department of Defense (“DOD”) environmental and construction
markets as a corporate officer, senior project manager, co-founder of a consulting firm, and federal
employee. For the past five years, Mr. Duff has been responsible for the successful completion of over 70
performance-based projects at the Paducah Gaseous Diffusion Plant (“PGDP”) in Paducah, KY. At the
PGDP, he served as the Project Manager for the Paducah Remediation Contract, which was a five-year
project with a total value of $458 million. Prior to the PGDP project, Mr. Duff was a senior manager
supporting Babcock and Wilcox (“B&W”), leading several programs that included building teams to solve
complex technical problems. These programs included implementation of the American Recovery and
Reinvestment Act (“ARRA”) at the DOE Y-12 facility with a $245 million budget for new cleanup projects
completed over a two year period. During this period, Mr. Duff served as project manager leading a team of
83
senior experts in support of Toshiba Corporation in Tokyo, Japan to integrate United States technology in
the recovery of the Fukushima Daiichi Nuclear Reactor disaster. This project included arriving in Japan
within three weeks after the earthquake to coordinate technologies associated with water treatment, radiation
protection and shielding. Prior to joining B&W, Mr. Duff served as the president of Safety and Ecology
Corporation (“SEC”). As President of SEC, he helped grow the company from $50 million to $80 million in
annual revenues with significant growth in infrastructure, marketing, and client diversification. Mr. Duff has
an MBA from the University of Phoenix and received his B.S. from the University of Alabama.
Resignation of Executive Officer
On September 12, 2016, the Company accepted the retirement of Mr. John Lash as Vice President and COO
of the Company, which became effective September 30, 2016. Mr. Lash remained a part-time employee of
the Company assisting with Company business matters from October 1, 2016, through December 31, 2016,
at which time Mr. Lash retired from the Company. Mr. Lash’s retirement as COO of the Company was not
due to a disagreement with the Company.
Certain Relationships
There are no family relationships between any of the directors or executive officers.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act, and the regulations promulgated thereunder require our executive
officers and directors and beneficial owners of more than 10% of our Common Stock to file reports of
ownership and changes of ownership of our Common Stock with the Securities and Exchange Commission,
and to furnish us with copies of all such reports. Based solely on a review of the copies of such reports
furnished to us and written information provided to us, we believe that during 2016 none of our executive
officers, directors, or beneficial owners of more than 10% of our Common Stock failed to timely file reports
under Section 16(a).
Capital Bank–Grawe Gruppe AG (“Capital Bank”) has advised us that it is a banking institution regulated
by the banking regulations of Austria, which holds shares of our Common Stock as agent on behalf of
numerous investors. Capital Bank has represented that all of its investors are accredited investors under
Rule 501 of Regulation D promulgated under the Act. In addition, Capital Bank has advised us that none of
its investors, individually or as a group, beneficially own more than 4.9% of our Common Stock. Capital
Bank has further informed us that its clients (and not Capital Bank) maintain full voting and dispositive
power over such shares. Consequently, Capital Bank has advised us that it believes it is not the beneficial
owner, as such term is defined in Rule 13d-3 of the Exchange Act, of the shares of our Common Stock
registered in the name of Capital Bank because it has neither voting nor investment power, as such terms are
defined in Rule 13d-3, over such shares. Capital Bank has informed us that it does not believe that it is
required (a) to file, and has not filed, reports under Section 16(a) of the Exchange Act or (b) to file either
Schedule 13D or Schedule 13G in connection with the shares of our Common Stock registered in the name
of Capital Bank.
If the representations of, or information provided by Capital Bank are incorrect or Capital Bank was
historically acting on behalf of its investors as a group, rather than on behalf of each investor independent of
other investors, then Capital Bank and/or the investor group would have become a beneficial owner of more
than 10% of our Common Stock on February 9, 1996, as a result of the acquisition of 1,100 shares of our
Preferred Stock that were convertible into a maximum of 256,560 shares of our Common Stock. If either
Capital Bank or a group of Capital Bank’s investors became a beneficial owner of more than 10% of our
Common Stock on February 9, 1996, or at any time thereafter, and thereby required to file reports under
Section 16(a) of the Exchange Act, then Capital Bank has failed to file a Form 3 or any Forms 4 or 5 since
February 9, 1996. (See “Item 12 - Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matter – Security Ownership of Certain Beneficial Owners” for a discussion of Capital
Bank’s current record ownership of our securities).
Code of Ethics
Our Code of Ethics applies to all our executive officers, including our CEO, CFO, COO/EVP, and is
available on our website at www.perma-fix.com. If any amendments are made to the Code of Ethics or any
84
grants of waivers are made to any provision of the Code of Ethics to any of our executive officers, we will
promptly disclose the amendment or waiver and nature of such amendment or waiver on our website at the
same web address.
ITEM 11.
EXECUTIVE COMPENSATION
Summary Compensation
The following table summarizes the total compensation paid or earned by each of the named executive
officers (“NEOs”) for the fiscal years ended December 31, 2016 and 2015.
Name and Principal Position
Year
Salary
Dr. Louis Centofanti
President and CEO
Ben Naccarato
Vice President and CFO
Mark Duff (1)
EVP/COO
John Lash (1)
Vice President and COO
($)
279,248
271,115
220,667
214,240
136,581
215,000
215,000
2016
2015
2016
2015
2016
2015
2016
2015
Bonus
($)
Option
Awards
($) (2)
100,094
Non-Equity
Incentive Plan
Compensation
($) (3)
All other
Compensation
($) (4)
Total
Compensation
($)
82,691
65,343
65,575
31,763
31,446
37,537
37,710
40,800
26,925
26,863
311,011
385,252
258,204
317,293
277,475
241,925
307,438
(1) Mr. Duff was appointed as EVP by the Company on May 15, 2016 (effective June 11, 2016). Upon Mr. Lash’s retirement
from the position of COO, effective September 30, 2016, Mr. Duff also assumed the additional position of COO. Mr. Lash
remained a part time employee of the Company from October 1, 2016 to December 31, 2016, at which time Mr. Lash retired
from the Company. As EVP/COO, Mr. Duff was provided the following compensation:
• Annual base salary of $267,000;
•
•
Incentive stock options for purchase up to 50,000 shares of the Company’s Common Stock (see footnote 2 below);
Eligibility to participate in the Company’s performance incentive compensation bonus program (see footnote 3
below);
• Up to $40,000 relocation expenses, of which Mr. Duff incurred $26,695 in relocation expenses (see footnote 4
below); and
• Car allowance of $750 per month.
Amount noted in chart above for 2016 reflect amount earned by Mr. Duff from his date of employment in June 2016.
(2)
(3)
Reflects the aggregate grant date fair value of awards computed in accordance with ASC 718, “Compensation – Stock
Compensation.” Assumptions used in the calculation of this amount are included in Note 6 – “Capital Stock, Stock Plans,
Warrants and Stock Based Compensation” to “Notes to Consolidated Financial Statement.” No options were granted to any
other NEOs in 2016 other than Mr. Duff. No options were granted to NEOs in 2015.
Represents performance compensation earned under the Company’s Management Incentive Plan (“MIP”) with respect to each
NEO. The MIP for each NEO is described under the heading “2016 Management Incentive Plans (“MIP”).” No compensation
was earned by any named executive officer under his respective MIP for 2016. Mr. Duff did not have a MIP for 2016.
(4) The amount shown includes a monthly automobile allowance ($500 or $750), insurance premiums (health, disability and life)
paid by the Company on behalf of the executive, and 401(k) matching contribution. For Mr. Duff, amount included relocation
expense paid by the Company.
85
Name
Dr. Louis Centofanti
Ben Naccarato
Mark Duff
John Lash
Insurance
Premium
Auto Allowance
$
$
$
$
17,028
24,039
8,720
17,028
$
$
$
$
9,000
9,000
4,846
6,000
$
$
$
$
401(k) match
5,735
4,498
539
3,897
Relocation
26,695
$
$
$
$
Total
31,763
37,537
40,800
26,925
Outstanding Equity Awards at Fiscal Year
The following table sets forth unexercised options held by the NEOs as of the fiscal year-end.
Outstanding Equity Awards at December 31, 2016
Option Awards
Number of
Securities
Underlying
Unexercised
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
—
—
—
Options
(#) (1)
Unexercisable
—
—
50,000
(2)
30,000
—
Name
Dr. Louis Centofanti
Ben Naccarato
Mark Duff
John Lash (3)
Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised Unearned
Option
Exercise
Options
(#)
—
—
—
Price
($)
—
—
Option
Expiration
Date
—
—
3.97
5.00
5/15/2022
3/31/2017
(1) In the event of a change in control (as defined in the 2010 Stock Option Plan) of the Company, each outstanding option and award
shall immediately become exercisable in full notwithstanding the vesting or exercise provisions contained in the stock option
agreement.
(2) Incentive stock option granted on May 15, 2016 under the Company’s 2010 Stock Option Plan. The option is for a six year term
and vests over a three year period, at one third increments per year.
(3) Mr. Lash retired from the position of COO effective September 30, 2016 and remained a part-time employee of the Company
from October 1, 2016 to December 31, 2016 at which time he retired from the Company. Pursuant to the provisions of the 2010
Stock Option Plan, upon retirement, Mr. Lash has till March 31, 2017 to exercise his vested options.
None of the Company’s NEOs exercised options during 2016.
Employment Agreements
Each of our CEO and CFO has an employment agreements dated July 10, 2014 with the Company. The
employment agreements dated July 10, 2014 with our CEO and CFO are collectively referred to as the
“Employment Agreements” and each as an “Employment Agreement.” These Employment Agreements
provided that Dr. Centofanti, CEO, was entitled to receive an annual base salary of $271,115 and Mr.
Naccarato, CFO, was entitled to receive an annual base salary of $214,240. The base salary is subject to
adjustment as determined by the Compensation Committee. In addition to base salary, each of these
executive officers is entitled to participate in the Company's benefits plans and to any performance
compensation payable under an individual MIP for the CEO and CFO. No compensation was earned under
each of the MIP for the CEO and CFO in 2016 (see further detail of each MIP below under the heading
“2016 Management Incentive Plans (“MIPs”)”).
Each of the Employment Agreements is effective for three years. Each Employment Agreement may be
terminated prior to its expiration by the Company with or without “cause” (as defined in the agreement) or
by the executive officer for “good reason” (as defined in the agreement) or any other reason. If the NEO’s
employment is terminated due to death, disability or for cause, we will pay to the NEO or to his estate a
86
lump sum equal to the sum of any unpaid base salary through the date of termination and any benefits
otherwise due at that time under any employee benefit plan, excluding any severance program or policy (the
“Accrued Amounts”).
If the NEO terminates his employment for “good reason” or is terminated without cause, we will pay the
NEO a sum equal to the total Accrued Amounts, plus one year of full base salary. If the NEO terminates his
employment for a reason other than for good reason, we will pay to him the amount equal to the Accrued
Amounts. If there is a Change in Control (as defined in the agreement), all outstanding stock options to
purchase common stock held by the NEO will immediately become vested and exercisable in full.
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)).
Mr. John Lash, who retired from the position of COO, effective September 30, 2016, also had an
employment agreement (“COO Employment Agreement”) dated July 10, 2014 with substantially the same
provisions as in the Employment Agreements discussed above, in additional to an individual MIP for 2016.
Upon Mr.Lash’s retirement from the position of COO, the COO Employment Agreement terminated. No
compensation was earned by the COO under his 2016 MIP (see further detail of the COO’s 2016 MIP
below under the heading “2016 Management Incentive Plans (“MIPs”)”).
On January 19, 2017, the Compensation Committee and the Board approved, and the Company entered into,
an employment agreement (the “EVP/COO Employment Agreement”) with Mr. Mark Duff, EVP/COO.
Upon Mr. Lash’s retirement as COO effective September 30, 2016 as discussed above, Mr. Duff assumed
the additional position of COO and continued his position of EVP of the Company. The EVP/COO
Employment Agreement is effective June 11, 2016, Mr. Duff’s date of employment as EVP, and has a term
of three years. Pursuant to the EVP/COO Employment Agreement, Mr. Duff will serve as the Company’s
EVP/COO, with an annual base salary of $267,000. In addition, Mr. Duff is entitled to participate in the
Company's broad-based benefits plans and to certain performance compensation payable under a separate
MIP as approved by the Company’s Compensation Committee and Board. See MIPs approved by the
Compensation Committee for each of the EVP/COO, CEO, and CFO for 2017 below. The terms of each
2017 MIP, which are each effective as of January 1, 2017, are described below under the heading “2017
MIPs.”
The EVP/COO Employment Agreements is effective for three years, unless earlier terminated by the
Company with or without “cause” (as defined in the agreement) or by the EVP/COO for “good reason” (as
defined in the agreement) or any other reason. If the EVP/COO’s employment is terminated due to death,
disability or for cause, the Company will pay to the EVP/COO or to his estate a lump sum equal to the sum
of any unpaid base salary through the date of termination and any benefits due to the EVP/COO under any
employee benefit plan, excluding any severance program or policy (the “Accrued Amounts”).
If the EVP/COO terminates his employment for good reason or is terminated without cause, the Company
will pay the EVP/COO a sum equal to the total Accrued Amounts, plus one year of full base salary. If the
EVP/COO terminates his employment for a reason other than for good reason, the Company will pay to the
EVP/COO the amount equal to the Accrued Amounts. If there is a Change in Control (as defined in the
agreement), all outstanding stock options to purchase common stock held by the EVP/COO will
immediately become exercisable in full. 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)).
Potential Payments
The following table sets forth the potential (estimated) payments and benefits to which our NEOs, Dr.
Centofanti, Mark Duff, and Mr. Naccarato would be entitled upon termination of employment or following
a Change in Control of the Company, as specified under each Employment Agreement with the Company,
assuming each circumstance described below occurred on December 31, 2016, the last day of our fiscal
year. Mr. John Lash’s Employment Agreement terminated effective September 30, 2016, upon his
retirement from the position of COO.
87
Name and Principal Position
Potential Payment/Benefit
Dr. Louis Centofanti
President, CEO and Director
Severance
Stock Options
Mr. Mark Duff
EVP/COO
Severance
Stock Options
Ben Naccarato
CFO
Severance
Stock Options
Disability,
Death,
or For Cause
By Employee for
Good Reason or by
Company Without
Cause
Change in Control
of the Company
$
$
$
$
$
$
──
──
──
──
──
──
(1)
(2)
(1)
$
$
$
$
$
$
279,248
──
267,000
──
220,667
──
$
$
$
$
$
$
(1)
(2)
(1)
──
──
──
──
──
──
(1)
(3)
(1)
(1) No stock option outstanding as of December 31, 2016.
(2)
(3)
Benefit is zero since no options were vested as of December 31, 2016.
Benefit is zero since the number of stock options outstanding that were in-the-money as of December 31, 2016 (as reported on
NASDAQ) was zero.
No performance compensation under the NEO’s MIP would have been payable at December 31, 2016 under
any of the circumstances described in the table above. Pursuant to each MIP, if the participant’s
employment with the Company is voluntarily or involuntarily terminated prior to the annual payment of the
MIP compensation payment period, no MIP payment is payable. The payment is otherwise payable under
each MIP on or about 90 days after year-end, or sooner, based on finalization of our financial statements for
year-end. See “2016 Management Incentive Plans (“MIPs”)” below.
The amounts payable with respect to a termination (other than base salary and amounts otherwise payable
under any Company employee benefit plan) are payable only if the termination constitutes a “separation
from service” (as defined under Treasury Regulation Section 1.409A-1(h)).
2016 Executive Compensation Components
For the fiscal year ended December 31, 2016, the principal components of compensation for executive
officers were:
• base salary;
• performance-based incentive compensation;
•
•
• perquisites.
long term incentive compensation;
retirement and other benefits; and
Based on the amounts set forth in the Summary Compensation table, during 2016, salary accounted for
approximately 78.2% of the total compensation of our NEOs, while equity option awards, bonus, MIP
compensation, and other compensation accounted for approximately 21.8% of the total compensation of the
NEOs.
Base Salary
The NEOs, other officers, and other employees of the Company receive a base salary during the fiscal year.
Base salary ranges for executive officers are determined for each executive based on his or her position and
responsibility by using market data and comparisons to the Peer Group.
88
During its review of base salaries for executives, the Compensation Committee primarily considers:
• market data and Peer Group comparisons;
•
•
internal review of the executive’s compensation, both individually and relative to other officers; and
individual performance of the executive.
Salary levels are typically considered annually as part of the performance review process as well as upon a
promotion or other change in job responsibility. Merit based salary increases for executives are based on the
Compensation Committee’s assessment of the individual’s performance. The base salary and potential
annual base salary adjustments for the CEO, CFO, and EVP/COO are set forth in their respective
Employment Agreements.
Performance-Based Incentive Compensation
The Compensation Committee has the latitude to design cash and equity-based incentive compensation
programs to promote high performance and achievement of our corporate objectives by directors and the
NEOs, encourage the growth of stockholder value and enable employees to participate in our long-term
growth and profitability. The Compensation Committee may grant stock options and/or performance
bonuses. In granting these awards, the Compensation Committee may establish any conditions or
restrictions it deems appropriate. In addition, the CEO has discretionary authority to grant stock options to
certain high-performing executives or officers, subject to the approval of the Compensation Committee. The
exercise price for each stock options granted is at or above the market price of our Common Stock on the
date of grant. Stock options may be awarded to newly hired or promoted executives at the discretion of the
Compensation Committee. Grants of stock options to eligible newly hired executive officers are generally
made at the next regularly scheduled Compensation Committee meeting following the hire date.
2016 Management Incentive Plans (“MIPs”)
On February 4, 2016, the Board and the Compensation Committee approved individual MIPs for our CEO,
previous COO (who retired from the position of COO effective September 30, 2016), and CFO. The MIPs
were effective as of January 1, 2016. Each MIP provided guidelines for the calculation of annual cash
incentive based compensation, subject to Compensation Committee oversight and modification. Each MIP
awarded cash compensation based on achievement of performance thresholds (as discussed below), with the
amount of such compensation established as a percentage of base salary. The potential target performance
compensation ranged from 5% to 100% of the 2016 base salary for the CEO ($13,962 to $279,248), 5% to
100% of the 2016 base salary for our previous COO ($10,750 to $215,000) , and 5% to 100% of the 2016
base salary for the CFO ($11,033 to $220,667) .
Performance compensation under the Company’s MIPs is to be paid on or about 90 days after year-end, or
sooner, based on finalization of our audited financial statements for 2016. If the MIP participant’s
employment with the Company is voluntarily or involuntarily terminated prior to a regularly scheduled MIP
compensation payment date, no MIP payment will be payable for and after such period.
The Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the
various target amounts described below, at any time and for any reason.
The total performance compensation paid to the CEO, our previous COO, and CFO as a group was not to
exceed 50% of the Company’s pre-tax net income (exclusive of PF Medical, the Company’s majority-
owned Polish subsidiary) prior to the calculation of performance compensation.
No performance incentive compensation was earned under each of the MIPs for the CEO, previous COO,
and CFO for 2016 as described below.
The following describes the principal terms of each MIP:
89
CEO MIP:
2016 CEO performance compensation was based upon meeting corporate revenue, earnings before interest,
taxes, depreciation and amortization (“EBITDA”), health and safety, and environmental compliance (permit
and license violations) objectives during fiscal year 2016 from our continuing operations (excluding PF
Medical). The Compensation Committee believes performance compensation payable under each of the
2016 MIPs as discussed herein and below should be based on achievement of an EBITDA target as this
target, which excludes certain non-cash items, provides a better indicator of operating performance.
However, EBITDA has certain limitations as it does not reflect all items of income or cash flows that affect
the Company’s financial performance under GAAP. At achievement of 70% to 119% of the revenue and
EBITDA targets, the potential performance compensation was payable at 5% to 50% of the CEO’s 2016
base salary. For this compensation, 60% was based on EBITDA goal, 10% on revenue goal, 15% on the
number of health and safety claim incidents that occurred during fiscal year 2016, and the remaining 15%
on the number of notices alleging environmental, health or safety violations under our permits or licenses
that occurred during the fiscal year 2016. At achievement of 120% to 160%+ of the revenue and EBITDA
targets, the potential performance compensation was payable at 65% to 100% of the CEO’s 2016 base
salary. For this compensation, the amount payable was based on the four objectives noted above, with the
payment of such performance compensation being weighted more heavily toward the EBITDA objective.
Each of the revenue and EBITDA components was based on our Board-approved revenue target and
EBITDA target. The 2016 target performance incentive compensation for our CEO was as follows:
Annualized Base Pay:
Performance Incentive Compensation Target (at 100% of MIP):
Total Annual Target Compensation (at 100% of MIP):
$ 279,248
$ 139,624
$ 418,872
Revenue Target
EBITDA Target
<$56,000,000
<$6,370,000
$
$
56,000,000
6,370,000
$
$
68,000,000
7,735,000
$
$
80,000,000
9,100,000
$
$
96,000,000
10,920,000
$
$
112,000,000
12,740,000
$
$
128,000,000
14,560,000
TARGET
% of Performance Incentive Target
% of Target Achieved
0%
<70%
10%
70%-84%
50%
170%
85%-99% 100%-119% 120%-139% 140%-159%
100%
130%
200%
160%+
Revenue
EBITDA
Health and Safety
Permit & License Violations
-
$
-
-
-
$
-
$
$
$
$
$
$
6,981
41,887
10,472
10,472
69,812
13,962
83,774
20,944
20,944
139,624
19,945
119,678
20,944
20,944
181,511
27,924
167,549
20,944
20,944
237,361
33,908
203,452
20,944
20,944
279,248
$
$
$
$
$
$
1,397
8,377
2,094
2,094
13,962
1) Revenue was defined as the total consolidated third party top line revenue from continuing operations
(excluding PF Medical) as publicly reported in the Company’s financial statements. The percentage
achieved was determined by comparing the actual consolidated revenue from continuing operations to
the Board-approved revenue target from continuing operations, which was $80,000,000. The Board
reserved the right to modify or change the revenue targets as defined herein in the event of the sale or
disposition of any of the assets of the Company or in the event of an acquisition.
2) EBITDA was defined as earnings before interest, taxes, depreciation, and amortization from continuing
operations (excluding PF Medical). The percentage achieved was determined by comparing the actual
EBITDA to the Board approved EBITDA target, which was $9,100,000. The Board reserved the right to
modify or change the EBITDA targets as defined herein in the event of the sale or disposition of any of
the assets of the Company or in the event of an acquisition.
3) The health and safety incentive target was based upon the actual number of Worker’s Compensation
Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate
Controller submitted a report on a quarterly basis documenting and confirming the number of Worker’s
Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by
the Company’s carrier or broker. Such claims were identified on the loss report as “indemnity claims.”
The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance
90
Target Thresholds were established for the annual incentive compensation plan calculation for 2016.
Claim Number
Target
6
5
4
3
2
1
70%-84%
85%-99%
100%-119%
120%-139%
140%-159%
160% +
4) Permits or license violations incentive was earned/determined according to the scale set forth below: An
“official notice of non-compliance” was defined as an official communication from a local, state, or
federal regulatory authority alleging one or more violations of an otherwise applicable Environmental,
Health or Safety requirement or permit provision, which resulted in a facility’s implementation of
corrective action(s).
Permit and
License Violations
6
5
4
3
2
1
Performance
Target
70%-84%
85%-99%
100%-119%
120%-139%
140%-159%
160% +
5) No performance incentive compensation was payable for achieving the health and safety, permit and
license violation, and revenue targets unless a minimum of 70% of the EBITDA target was achieved.
COO MIP:
2016 COO performance compensation was based upon meeting corporate revenue, EBITDA, health and
safety, and environmental compliance (permit and license violations) objectives during fiscal year 2016
from our continuing operations (excluding PF Medical). At achievement of 70% to 119% of the revenue and
EBITDA targets, the potential performance compensation was payable at 5% to 50% of the COO’s 2016
base salary. For this compensation, 60% was based on EBITDA goal, 10% on revenue goal, 15% on the
number of health and safety claim incidents that occurred during fiscal year 2016, and the remaining 15%
on the number of notices alleging environmental, health or safety violations under our permits or licenses
that occurred during the fiscal year 2016. At achievement of 120% to 160%+ of the revenue and EBITDA
targets, the potential performance compensation was payable at 65% to 100% of the COO’s 2016 base
salary. For this compensation, the amount payable was based on the four objectives noted above, with the
payment of such performance compensation being weighted more heavily toward the EBITDA objective.
Each of the revenue and EBITDA components was based on our Board approved revenue target and
EBITDA target. The 2016 target performance incentive compensation for our COO was as follows:
Annualized Base Pay:
Performance Incentive Compensation Target (at 100% of MIP):
Total Annual Target Compensation (at 100% of MIP):
$ 215,000
$ 107,500
$ 322,500
91
Revenue Target
EBITDA Target
<$56,000,000
<$6,370,000
$
$
56,000,000
6,370,000
$
$
68,000,000
7,735,000
$
$
80,000,000
9,100,000
$
$
96,000,000
10,920,000
$
$
112,000,000
12,740,000
$
$
128,000,000
14,560,000
TARGET
% of Performance Incentive Target
% of Target Achieved
0%
<70%
10%
70%-84%
50%
170%
85%-99% 100%-119% 120%-139% 140%-159%
100%
130%
200%
160%+
Revenue
EBITDA
Health and Safety
Permit & License Violations
-
$
-
-
-
$
-
$
$
$
$
$
$
5,374
32,250
8,063
8,063
53,750
10,750
64,500
16,125
16,125
107,500
15,357
92,143
16,125
16,125
139,750
21,500
129,000
16,125
16,125
182,750
26,107
156,643
16,125
16,125
215,000
$
$
$
$
$
$
1,074
6,450
1,613
1,613
10,750
1) Revenue was defined as the total consolidated third party top line revenue from continuing operations
(excluding PF Medical) as publicly reported in the Company’s financial statements. The percentage
achieved was determined by comparing the actual consolidated revenue from continuing operations to
the Board-approved revenue target from continuing operations, which was $80,000,000. The Board
reserved the right to modify or change the revenue targets as defined herein in the event of the sale or
disposition of any of the assets of the Company or in the event of an acquisition.
2) EBITDA was defined as earnings before interest, taxes, depreciation, and amortization from continuing
operations (excluding PF Medical). The percentage achieved was determined by comparing the actual
EBITDA to the Board approved EBITDA target, which was $9,100,000. The Board reserved the right to
modify or change the EBITDA targets as defined herein in the event of the sale or disposition of any of
the assets of the Company or in the event of an acquisition.
3) The health and safety incentive target was based upon the actual number of Worker’s Compensation
Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate
Controller submitted a report on a quarterly basis documenting and confirming the number of Worker’s
Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by
the Company’s carrier or broker. Such claims were identified on the loss report as “indemnity claims.”
The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance
Target Thresholds were established for the annual incentive compensation plan calculation for 2016.
Claim Number
Target
6
5
4
3
2
1
70%-84%
85%-99%
100%-119%
120%-139%
140%-159%
160% +
4) Permits or license violations incentive was earned/determined according to the scale set forth below: An
“official notice of non-compliance” was defined as an official communication from a local, state, or
federal regulatory authority alleging one or more violations of an otherwise applicable Environmental,
Health or Safety requirement or permit provision, which resulted in a facility’s implementation of
corrective action(s).
Permit and
License Violations
6
5
4
3
2
1
92
Performance
Target
70%-84%
85%-99%
100%-119%
120%-139%
140%-159%
160% +
5) No performance incentive compensation was payable for achieving the health and safety, permit and
license violation, and revenue targets unless a minimum of 70% of the EBITDA target was achieved.
CFO MIP:
2016 CFO performance compensation was based upon meeting corporate revenue, EBITDA, health and
safety, and environmental compliance (permit and license violations) objectives during fiscal year 2016
from our continuing operations (excluding PF Medical). At achievement of 70% to 119% of the revenue and
EBITDA targets, the potential performance compensation was payable at 5% to 50% of the CFO’s 2016
base salary. For this compensation, 60% was based on EBITDA goal, 10% on revenue goal, 15% on the
number of health and safety claim incidents that occurred during fiscal year 2016, and the remaining 15%
on the number of notices alleging environmental, health or safety violations under our permits or licenses
that occurred during the fiscal year 2016. At achievement of 120% to 160%+ of the revenue and EBITDA
targets, the potential performance compensation was payable at 65% to 100% of the CFO’s 2016 base
salary. For this compensation, the amount payable was based on the four objectives noted above, with the
payment of such performance compensation being weighted more heavily toward the EBITDA objective.
Each of the revenue and EBITDA components was based on our Board approved revenue target and
EBITDA target. The 2016 target performance incentive compensation for our CFO was as follows:
Annualized Base Pay:
Performance Incentive Compensation Target (at 100% of Plan):
Total Annual Target Compensation (at 100% of Plan):
$220,667
$110,334
$331,001
Revenue Target
EBITDA Target
<$56,000,000
<$6,370,000
$
$
56,000,000
6,370,000
$
$
68,000,000
7,735,000
$
$
80,000,000
9,100,000
$
$
96,000,000
10,920,000
$
$
112,000,000
12,740,000
$
$
128,000,000
14,560,000
TARGET
% of Performance Incentive Target
% of Target Achieved
0%
<70%
10%
70%-84%
50%
170%
85%-99% 100%-119% 120%-139% 140%-159%
100%
130%
200%
160%+
Revenue
EBITDA
Health and Safety
Permit & License Violations
-
$
-
-
-
$
-
$
$
$
$
$
$
5,517
33,100
8,275
8,275
55,167
11,034
66,200
16,550
16,550
110,334
15,762
94,572
16,550
16,550
143,434
22,067
132,400
16,550
16,550
187,567
26,795
160,772
16,550
16,550
220,667
$
$
$
$
$
$
1,103
6,620
1,655
1,655
11,033
1) Revenue was defined as the total consolidated third party top line revenue from continuing operations
(excluding PF Medical) as publicly reported in the Company’s financial statements. The percentage
achieved was determined by comparing the actual consolidated revenue from continuing operations to
the Board-approved revenue target from continuing operations, which was $80,000,000. The Board
reserved the right to modify or change the revenue targets as defined herein in the event of the sale or
disposition of any of the assets of the Company or in the event of an acquisition.
2) EBITDA was defined as earnings before interest, taxes, depreciation, and amortization from continuing
operation (excluding PF Medical). The percentage achieved was determined by comparing the actual
EBITDA to the Board approved EBITDA target, which was $9,100,000. The Board reserved the right to
modify or change the EBITDA targets as defined herein in the event of the sale or disposition of any of
the assets of the Company or in the event of an acquisition.
3) The health and safety incentive target was based upon the actual number of Worker’s Compensation
Lost Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate
Controller submitted a report on a quarterly basis documenting and confirming the number of Worker’s
Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report provided by
the Company’s carrier or broker. Such claims were identified on the loss report as “indemnity claims.”
The following number of Worker’s Compensation Lost Time Accidents and corresponding Performance
Target Thresholds were established for the annual incentive compensation plan calculation for 2016.
93
Claim Number
Target
6
5
4
3
2
1
70%-84%
85%-99%
100%-119%
120%-139%
140%-159%
160% +
4) Permits or license violations incentive was earned/determined according to the scale set forth below: An
“official notice of non-compliance” was defined as an official communication from a local, state, or
federal regulatory authority alleging one or more violations of an otherwise applicable Environmental,
Health or Safety requirement or permit provision, which resulted in a facility’s implementation of
corrective action(s).
Permit and
License Violations
6
5
4
3
2
1
Performance
Target
70%-84%
85%-99%
100%-119%
120%-139%
140%-159%
160% +
5) No performance incentive compensation was payable for achieving the health and safety, permit and
license violation, and revenue targets unless a minimum of 70% of the EBITDA target was achieved.
2016 MIP Targets
As discussed above, 2016 MIPs approved for the CEO, COO, and CFO by the Board and the Compensation
Committee provided for the award of cash compensation based on achievement of performance targets
which included revenue and EBITDA targets as approved by our Board. The 2016 MIP revenue target of
$80,000,000 and EBITDA target of $9,100,000 were set by the Compensation Committee taking into
account the Board-approved budget for 2016 as well as the committee’s expectations for performance that
in its estimation would warrant payment of incentive cash compensation. In formulating the revenue target
of $80,000,000, the Board considered 2015 results, current economic conditions, and forecasts for 2016
government (DOE) spending. The Compensation Committee believed the performance targets were likely to
be achieved, but not assured. No cash incentive based compensation under the 2016 MIPs was paid to the
CEO, COO or CFO.
2017 MIPs
On January 19, 2017, the Board and the Compensation Committee approved individual MIPs for our CEO,
EVP/COO, and CFO. The MIPs are effective January 1, 2017. Each MIP provides guidelines for the
calculation of annual cash incentive based compensation, subject to Compensation Committee oversight and
modification. Each MIP awards cash compensation based on achievement of performance thresholds, with
the amount of such compensation established as a percentage of base salary. The potential target
performance compensation ranges from 5% to 100% of the 2017 base salary for the CEO ($13,962 to
$279,248), 5% to 100% of the 2017 base salary for the EVP/COO ($13,350 to $267,000), and 5% to 100%
of the 2017 base salary for the CFO ($11,033 to $220,667).
Performance compensation is paid on or about 90 days after year-end, or sooner, based on finalization of
our audited financial statements for 2017. If the MIP participant’s employment with the Company is
voluntarily or involuntarily terminated prior to a regularly scheduled MIP compensation payment date, no
MIP payment will be payable for and after such period.
The Compensation Committee retains the right to modify, change or terminate each MIP and may adjust the
various target amounts described below, at any time and for any reason.
94
The total performance compensation paid to the CEO, EVP/COO, and CFO as a group is not to exceed 50%
of the Company’s pre-tax net income (exclusive of PF Medical) prior to the calculation of performance
compensation.
The following describes the principal terms of each MIP:
CEO MIP:
2017 CEO performance compensation is based upon meeting corporate revenue, EBITDA, health and
safety, and environmental compliance (permit and license violations) objectives during fiscal year 2017
from our continuing operations (excluding PF Medical). The Compensation Committee believes
performance compensation payable under each of the 2017 MIPs as discussed herein and below should be
based on achievement of an EBITDA target, which excludes certain non-cash items, as this target provides a
better indicator of operating performance. However, EBITDA has certain limitations as it does not reflect all
items of income or cash flows that affect the Company’s financial performance under GAAP. At
achievement of 70% to 119% of the revenue and EBITDA targets, the potential performance compensation
is payable at 5% to 50% of the CEO’s 2017 base salary. For this compensation, 60% is based on the
EBITDA goal, 10% on the revenue goal, 15% on the number of health and safety claim incidents that occur
during fiscal year 2017, and the remaining 15% on the number of notices alleging environmental, health, or
safety violations under our permits or licenses that occur during the fiscal year 2017. At achievement of
120% to 160%+ of the revenue and EBITDA targets, the potential performance compensation is payable at
65% to 100% of the CEO’s 2017 base salary. For this compensation, the amount payable is based on the
four objectives noted above, with the payment of such performance compensation being weighted more
heavily toward the EBITDA objective. Each of the revenue and EBITDA components is based on our Board
approved revenue target and EBITDA target. The 2017 target performance incentive compensation for our
CEO is as follows:
Annualized Base Pay:
Performance Incentive Compensation Target (at 100% of MIP):
Total Annual Target Compensation (at 100% of MIP):
$ 279,248
$ 139,624
$ 418,872
CEO MIP MATRIX
2017
Performance Target Column:
(a)
(b)
(c)
(d)
(e)
(f)
TARGET
Revenue Target
EBITDA Target
<
<
$
$
56,000,000
6,510,000
$
$
56,000,000
6,510,000
$
$
68,000,000
7,905,000
$
$
80,000,000
9,300,000
$
$
96,000,000
11,160,000
$
$
112,000,000
13,020,000
$
$
128,000,000
14,880,000
% of Performance Incentive Target
% of Target Achieved
0%
<70%
10%
70%-84%
50%
170%
85%-99% 100%-119% 120%-139% 140%-159%
100%
130%
200%
160%+
Revenue
EBITDA
Health and Safety
Permit & License Violations
-
$
-
-
-
$
-
$
$
$
$
$
$
6,981
41,887
10,472
10,472
69,812
13,962
83,774
20,944
20,944
139,624
19,945
119,678
20,944
20,944
181,511
27,924
167,549
20,944
20,944
237,361
33,908
203,452
20,944
20,944
279,248
$
$
$
$
$
$
1,397
8,377
2,094
2,094
13,962
1) Revenue is defined as the total consolidated third party top line revenue from continuing operations
(excluding PF Medical) as publicly reported in the Company’s 2017 financial statements. The
percentage achieved is determined by comparing the actual consolidated revenue from continuing
operations to the Board-approved revenue target from continuing operations, which is $80,000,000.
The Board reserves the right to modify or change the revenue targets as defined herein in the event of
the sale or disposition of any of the assets of the Company or in the event of an acquisition.
95
2) EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing
operations (excluding PF Medical). The percentage achieved is determined by comparing the actual
EBITDA to the Board approved EBITDA target for 2017, which is $9,300,000. The Board reserves the
right to modify or change the EBITDA targets as defined herein in the event of the sale or disposition of
any of the assets of the Company or in the event of an acquisition.
3) The health and safety incentive target is based upon the actual number of Worker’s Compensation Lost
Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate
Controller will submit a report on a quarterly basis documenting and confirming the number of
Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report
provided by the company’s carrier or broker. Such claims will be identified on the loss report as
“indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and
corresponding Performance Target Thresholds has been established for the annual incentive
compensation plan calculation for 2017.
Work Comp.
Performance
Claim Number
Target Payable Under Column
6
5
4
3
2
1
(a)
(b)
(c)
(d)
(e)
(f)
4) Permits or license violations incentive is earned/determined according to the scale set forth below:
An “official notice of non-compliance” is defined as an official communication during 2017 from a
local, state, or federal regulatory authority alleging one or more violations of an otherwise
applicable Environmental, Health or Safety requirement or permit provision, which results in a
facility’s implementation of corrective action(s).
Permit and
Performance
License Violations
Target Payable Under Column
6
5
4
3
2
1
(a)
(b)
(c)
(d)
(e)
(f)
5) No performance incentive compensation will be payable for achieving the health and safety, permit
and license violation, and revenue targets unless a minimum of 70% of the EBITDA target is
achieved.
EVP/COO MIP:
2017 EVP/COO performance compensation is based upon meeting corporate revenue, EBITDA, health and
safety, and environmental compliance (permit and license violations) objectives during fiscal year 2017
from our continuing operations (excluding PF Medical). At achievement of 70% to 119% of the revenue
target and 60% to 119% of the EBITDA target, the potential performance compensation is payable at 5% to
50% of the 2017 base salary. For this compensation, 60% is based on EBITDA goal, 10% on revenue goal,
96
15% on the number of health and safety claim incidents that occur during fiscal year 2017, and the
remaining 15% on the number of notices alleging environmental, health or safety violations under our
permits or licenses that occur during the fiscal year 2017. Upon achievement of 120% to 160%+ of the
revenue and EBITDA targets, the potential performance compensation is payable at 65% to 100% of the
EVP/COO’s 2017 base salary. For this compensation, the amount payable is based on the four objectives
noted above, with the payment of such performance compensation being weighted more heavily toward the
EBITDA objective. Each of the revenue and EBITDA components is based on our Board approved revenue
target and EBITDA target. The 2017 target performance incentive compensation for our EVP/COO is as
follows:
Annualized Base Pay:
Performance Incentive Compensation Target (at 100% of Plan):
Total Annual Target Compensation (at 100% of Plan):
$ 267,000
$ 133,500
$ 400,500
EVP/COO MIP MATRIX
2017
Performance Target Column:
(a)
(b)
(c)
(d)
(e)
(f)
TARGET
Revenue Target
EBITDA Target
<
<
$
$
56,000,000
5,600,000
$
$
56,000,000
5,600,000
$
$
63,586,000
6,358,600
$
$
80,000,000
9,300,000
$
$
96,000,000
11,160,000
$
$
112,000,000
13,020,000
$
$
128,000,000
14,880,000
% of Performance Incentive Target
% of Revenue Target Achieved
% of EBITDA Target Achieved
0%
<70%
<60%
10%
70%-78%
60%-67%
50%
170%
79%-99% 100%-119% 120%-139% 140%-159%
68%-99% 100%-119% 120%-139% 140%-159%
100%
130%
200%
160%+
160%+
Revenue
EBITDA
Health and Safety
Permit & License Violations
-
$
-
-
-
$
-
$
$
$
$
$
$
6,674
40,050
10,013
10,013
66,750
13,350
80,100
20,025
20,025
133,500
19,071
114,429
20,025
20,025
173,550
26,700
160,200
20,025
20,025
226,950
32,421
194,529
20,025
20,025
267,000
$
$
$
$
$
$
1,334
8,010
2,003
2,003
13,350
1) Revenue is defined as the total consolidated third party top line revenue from continuing operations
(excluding Medical) as publicly reported in the Company’s 2017 financial statements. The percentage
achieved is determined by comparing the actual consolidated revenue from continuing operations to the
Board-approved revenue target from continuing operations, which is $80,000,000. The Board reserves
the right to modify or change the revenue targets as defined herein in the event of the sale or disposition
of any of the assets of the Company or in the event of an acquisition.
2) EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing
operations, excluding PF Medical. The percentage achieved is determined by comparing the actual
EBITDA to the Board approved EBITDA target for 2017, which is $9,300,000. The Board reserves the
right to modify or change the EBITDA targets as defined herein in the event of the sale or disposition of
any of the assets of the Company or in the event of an acquisition.
3) The health and safety incentive target is based upon the actual number of Worker’s Compensation Lost
Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate
Controller will submit a report on a quarterly basis documenting and confirming the number of
Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report
provided by the company’s carrier or broker. Such claims will be identified on the loss report as
“indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and
corresponding Performance Target Thresholds has been established for the annual incentive
compensation plan calculation for 2017.
97
Work Comp.
Performance
Claim Number
Target Payable Under Column
6
5
4
3
2
1
(a)
(b)
(c)
(d)
(e)
(f)
4) Permits or license violations incentive is earned/determined according to the scale set forth below: An
“official notice of non-compliance” is defined as an official communication during 2017 from a local,
state, or federal regulatory authority alleging one or more violations of an otherwise applicable
Environmental, Health or Safety requirement or permit provision, which results in a facility’s
implementation of corrective action(s).
Permit and
Performance
License Violations
Target Payable Under Column
6
5
4
3
2
1
(a)
(b)
(c)
(d)
(e)
(f)
5) No performance incentive compensation will be payable for achieving the health and safety, permit and
license violation, and revenue targets unless a minimum of 60% of the EBITDA target is achieved.
CFO MIP:
2017 CFO performance compensation is based upon meeting corporate revenue, EBITDA, health and
safety, and environmental compliance (permit and license violations) objectives during fiscal year 2017
from our continuing operations (excluding PF Medical). At achievement of 70% to 119% of the revenue and
EBITDA targets, the potential performance compensation is payable at 5% to 50% of the 2017 base salary.
For this compensation, 60% is based on EBITDA goal, 10% on revenue goal, 15% on the number of health
and safety claim incidents that occur during fiscal year 2017, and the remaining 15% on the number of
notices alleging environmental, health or safety violations under our permits or licenses that occur during
the fiscal year 2017. Upon achievement of 120% to 160%+ of the revenue and EBITDA targets, the CFO’s
potential performance compensation is payable at 65% to 100% of the CFO’s 2017 base salary. For this
compensation, the amount payable is based on the four objectives noted above, with the payment of such
performance compensation being weighted more heavily toward the EBITDA objective. Each of the
revenue and EBITDA components is based on our board approved revenue target and EBITDA target. The
2017 target performance incentive compensation for our CFO is as follows:
Annualized Base Pay:
Performance Incentive Compensation Target (at 100% of Plan):
Total Annual Target Compensation (at 100% of Plan):
$220,667
$110,334
$331,001
98
CFO MIP MATRIX
2017
Performance Target Column:
(a)
(b)
(c)
(d)
(e)
(f)
TARGET
Revenue Target
EBITDA Target
<
<
$
$
56,000,000
6,510,000
$
$
56,000,000
6,510,000
$
$
68,000,000
7,905,000
$
$
80,000,000
9,300,000
$
$
96,000,000
11,160,000
$
$
112,000,000
13,020,000
$
$
128,000,000
14,880,000
% of Performance Incentive Target
% of Target Achieved
0%
<70%
10%
70%-84%
50%
170%
85%-99% 100%-119% 120%-139% 140%-159%
100%
130%
200%
160%+
Revenue
EBITDA
Health and Safety
Permit & License Violations
-
$
-
-
-
$
-
1,103
6,620
1,655
1,655
11,033
5,517
33,100
8,275
8,275
55,167
11,034
66,200
16,550
16,550
110,334
15,762
94,572
16,550
16,550
143,434
22,067
132,400
16,550
16,550
187,567
$
$
$
$
$
$
$
$
$
$
$
$
26,795
160,772
16,550
16,550
220,667
1) Revenue is defined as the total consolidated third party top line revenue from continuing operations
(excluding PF Medical) as publicly reported in the Company’s 2017 financial statements. The
percentage achieved is determined by comparing the actual consolidated revenue from continuing
operations to the Board-approved revenue target from continuing operations, which is $80,000,000.
The Board reserves the right to modify or change the revenue targets as defined herein in the event of
the sale or disposition of any of the assets of the Company or in the event of an acquisition.
2) EBITDA is defined as earnings before interest, taxes, depreciation, and amortization from continuing
operations (excluding PF Medical). The percentage achieved is determined by comparing the actual
EBITDA to the Board approved EBITDA target for 2017, which is $9,300,000. The Board reserves the
right to modify or change the EBITDA targets as defined herein in the event of the sale or disposition of
any of the assets of the Company or in the event of an acquisition.
3) The health and safety incentive target is based upon the actual number of Worker’s Compensation Lost
Time Accidents, as provided by the Company’s Worker’s Compensation carrier. The Corporate
Controller will submit a report on a quarterly basis documenting and confirming the number of
Worker’s Compensation Lost Time Accidents, supported by the Worker’s Compensation Loss Report
provided by the company’s carrier or broker. Such claims will be identified on the loss report as
“indemnity claims.” The following number of Worker’s Compensation Lost Time Accidents and
corresponding Performance Target Thresholds has been established for the annual incentive
compensation plan calculation for 2017.
Work Comp.
Performance
Claim Number
Target Payable Under Column
6
5
4
3
2
1
(a)
(b)
(c)
(d)
(e)
(f)
4) Permits or license violations incentive is earned/determined according to the scale set forth below: An
“official notice of non-compliance” is defined as an official communication during 2017 from a local,
state, or federal regulatory authority alleging one or more violations of an otherwise applicable
99
Environmental, Health or Safety requirement or permit provision, which results in a facility’s
implementation of corrective action(s).
Permit and
Performance
License Violations
Target Payable Under Column
6
5
4
3
2
1
(a)
(b)
(c)
(d)
(e)
(f)
5) No performance incentive compensation will be payable for achieving the health and safety, permit and
license violation, and revenue targets unless a minimum of 70% of the EBITDA target is achieved.
2017 MIP Targets
As discussed above, 2017 MIPs approved for the CEO, EVP/COO, and CFO by Board and the
Compensation Committee provide for the award of cash compensation based on achievement of
performance targets which included Revenue and EBITDA targets as approved by our Board. The 2017
MIP revenue target of $80,000,000 and EBITDA target of $9,300,000 were set by the Compensation
Committee taking into account the Board-approved budget for 2017 as well as the committee’s expectations
for performance that in its estimation would warrant payment of incentive cash compensation. In
formulating the revenue target of $80,000,000, the Board considered 2016 results, current economic
conditions, and forecasts for 2017 government (U.S DOE) spending. The Compensation Committee
believes the performance targets are likely to be achieved, but not assured.
Long-Term Incentive Compensation
Employee Stock Option Plans
The 2010 Stock Option Plan (the “2010 Option Plan”) encourages participants to focus on long-term
performance and provides an opportunity for executive officers and certain designated key employees to
increase their stake in the Company. Stock options succeed by delivering value to the executive only when
the value of our stock increases. The 2010 Option Plan authorizes the grant of Non-Qualified Stock Options
(“NQSOs”) and Incentive Stock Options (“ISOs”) for the purchase of our Common Stock.
The 2010 Option Plan assists the Company to:
•
enhance the link between the creation of stockholder value and long-term executive incentive
compensation;
• provide an opportunity for increased equity ownership by executives; and
• maintain competitive levels of total compensation.
Stock option award levels are determined based on market data, vary among participants based on their
positions with us and are granted generally at the Compensation Committee’s regularly scheduled August or
September meeting. Newly hired or promoted executive officers who are eligible to receive options are
generally awarded such options at the next regularly scheduled Compensation Committee meeting
following their hire or promotion date.
Options are awarded with an exercise price equal to or not less than the closing price of the Company’s
Common Stock on the date of the grant as reported on the NASDAQ. In certain limited circumstances, the
100
Compensation Committee may grant options to an executive at an exercise price in excess of the closing
price of the Company’s Common Stock on the grant date.
On May 15, 2016, the Company granted 50,000 ISOs from the Company’s 2010 Stock Option Plan to our
newly named EVP/COO. The ISOs granted were for a contractual term of six years with one-third vesting
annually over a three year period. The exercise price of the ISOs was $3.97 per share, which was equal to
the fair market value of the Company’s Common Stock on the date of grant.
Pursuant to the 2010 Stock Option plan, vesting of option awards ceases upon termination of employment
and exercise right of the vested option amount ceases upon three months from termination of employment
except in the case of death or retirement (subject to a six month limitation), or disability (subject to a one
year limitation). Prior to the exercise of an option, the holder has no rights as a stockholder with respect to
the shares subject to such option.
In the event of a “change of control” (as defined in the 2010 Stock Option Plan) of the Company, each
outstanding option and award granted under the plans shall immediately become exercisable in full
notwithstanding the vesting or exercise provisions contained in the stock option agreement.
Accounting for Stock-Based Compensation
We account for stock-based compensation in accordance with ASC 718, “Compensation – Stock
Compensation.” ASC 718 establishes accounting standards for entity exchanges of equity instruments for
goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods
or services that are based on the fair value of the entity’s equity instruments or that may be settled by the
issuance of those equity instruments. ASC 718 requires all stock-based payments to employees, including
grants of employee stock options, to be recognized in the income statement based on their fair values. The
Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards
which requires subjective assumptions. 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. We recognize stock-based compensation expense using a straight-line amortization
method over the requisite period, which is the vesting period of the stock option grant.
Retirement and Other Benefits
401(k) Plan
We adopted the Perma-Fix Environmental Services, Inc. 401(k) Plan (the “401(k) Plan”) in 1992, which is
intended to comply with Section 401 of the Internal Revenue Code and the provisions of the Employee
Retirement Income Security Act of 1974. All full-time employees who have attained the age of 18 are
eligible to participate in the 401(k) Plan. Eligibility is immediate upon employment but enrollment is only
allowed during four quarterly open periods of January 1, Apri1 1, July 1, and October 1. Participating
employees may make annual pretax contributions to their accounts up to 100% of their compensation, up to
a maximum amount as limited by law. We, at our discretion, may make matching contributions based on the
employee’s elective contributions. Company contributions vest over a period of five years. In 2016, the
Company contributed approximately $307,000 in 401(k) matching funds, of which approximately $15,000
was for our NEOs (see the Summary Compensation table in this section for 401(k) matching fund
contributions made for the NEOs for 2016). In 2015, the Company contributed approximately $303,000 in
401(k) matching funds, of which approximately $14,000 was for our NEOs
Perquisites and Other Personal Benefits
The Company provides executive officers with limited perquisites and other personal benefits
(health/disability/life insurance) that the Company and the Compensation Committee believe are reasonable
and consistent with its overall compensation program to better enable the Company to attract and retain
superior employees for key positions. The Compensation Committee periodically reviews the levels of
perquisites and other personal benefits provided to executive officers. The executive officers are provided
an auto allowance.
101
Consideration of Stockholder Say-On-Pay Advisory Vote.
At our Annual Meeting of Stockholders held on July 28, 2016, our stockholders voted, on a non-binding,
advisory basis, on the compensation of our NEOs for 2015. A substantial majority (approximately 80%) of
the total votes cast on our say-on-pay proposal at that meeting approved the compensation of our NEOs for
2015 on a non-binding, advisory basis. The Compensation Committee and the Board believes that this
affirms our stockholders’ support of our approach to executive compensation. The Compensation
Committee expects to continue to consider the results of future stockholder say-on-pay advisory votes when
making future compensation decisions for our NEOs. We will hold an advisory vote on the compensation of
our NEOs at our 2017 annual meeting of stockholders.
Compensation of Directors
Directors who are employees receive no additional compensation for serving on the Board or its
committees. In 2016, we provided the following annual compensation to directors who are not employees:
• options to purchase 2,400 shares of our Common Stock with each option having a 10 year term and
•
•
•
being fully vested after six months from grant date;
a quarterly director fee of $8,000;
an additional quarterly fee of $5,500 and $7,500 to the Chairman of our Audit Committee and
Chairman of the Board (non-employee), respectively; and
a fee of $1,000 for each board meeting attendance and a $500 fee for meeting attendance via
conference call.
Each director may elect to have either 65% or 100% of such fees payable in Common Stock under the 2003
Outside Director Plan, with the balance payable in cash.
Both Mr. John Climaco and Dr. Louis Centofanti, current members of the Board, are not eligible to receive
compensation for their services as directors of the Company as they are employees of the Company or one
of its subsidiaries. Mr. Climaco is EVP of PF Medical, the Company’s majority-owned Polish subsidiary
and Dr. Centofanti is the President and CEO of the Company. As EVP of PF Medical, Mr. Climaco is
provided an annual salary of $150,000 from PF Medical. See “Summary Compensation” table in this
section for Dr. Centofanti’s annual salary as an employee of the Company.
The table below summarizes the director compensation expenses recognized by the Company for the
director options and stock awards (resulting from fees earned) for the year ended December 31, 2016. The
terms of the 2003 Outside Directors Plan are further described below under “2003 Outside Directors Plan.”
Director Compensation
Fees
Earned or
Name
Dr. Gary G. Kugler
Jack Lahav (4)
Joe R. Reeder
Larry M. Shelton
Mark A. Zwecker
In Cash
($) (1)
13,125
—
—
23,625
20,825
Paid
Stock
Awards
($) (2)
Option
Awards
($) (3)
32,502
41,801
48,672
58,502
51,567
7,200
7,200
7,200
7,200
7,200
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
Non-Equity
Incentive Plan
Compensation
($)
—
—
—
—
—
($)
—
—
—
—
—
All Other
Compensation
Total
($)
—
—
—
—
—
($)
52,827
49,001
55,872
89,327
79,592
(1) Under the 2003 Outside Directors Plan, each director elects to receive 65% or 100% of the director’s fees in shares of our
Common Stock. The amounts set forth above represent the portion of the director’s fees paid in cash and exclude the value of
the directors’ fee elected to be paid in Common Stock under the 2003 Outside Director Plan, which values are included under
“Stock Awards.”
102
(2)
The number of shares of Common Stock comprising stock awards granted under the 2003 Outside Directors Plan is calculated
based on 75% of the closing market value of the Common Stock as reported on the NASDAQ on the business day
immediately preceding the date that the quarterly fee is due. Such shares are fully vested on the date of grant. The value of
the stock award is based on the market value of our Common Stock at each quarter end times the number of shares issuable
under the award. The amount shown is the fair value of the Common Stock on the date of the award.
(3) Options granted under the Company’s 2003 Outside Directors Plan resulting from re-election to the Board of Directors on
July 28, 2016. Options are for a 10 year period with an exercise price of $4.60 per share and are fully vested in six months
from grant date. The value of the option award for each outside director is calculated based on the fair value of the option per
share ($3.00) on the date of grant times the number of options granted, which was 2,400 for each director, pursuant to ASC
718, “Compensation – Stock Compensation.” Mr. Climaco was not eligible to receive options under the 2003 Outside
Directors Plan upon re-election to the Company’s Board as he became an employee of the Company upon being named the
EVP of PF Medical, a majority-owned Polish subsidiary of the Company, effective June 2, 2015. The following is the
aggregate number of outstanding non-qualified stock options held by the Company’s directors at December 31, 2016. Dr.
Centofanti, the President, CEO and a Board member of the Company, had no option as of December 31, 2016:
Name
John M. Climaco
Dr. Gary G. Kugler
Joe R. Reeder
Larry M. Shelton
Mark A. Zwecker
Total
Options Outstanding as of
December 31, 2016
8,400
7,200
24,000
24,000
24,000
87,600
(4) Mr. Lahav retired from the Board effective October 27, 2016. Mr. Lahav’s decision to retire was based on personal reasons
and was not as a result of any disagreement with the Company or due to any matter relating to the Company’s operations,
policies or practices.
See “John Climaco” under “Certain Relationships and Related Transactions, and Director Independence”
for further information on Mr. Climaco.
2003 Outside Directors Plan
We believe that it is important for our directors to have a personal interest in our success and growth and for
their interests to be aligned with those of our stockholders; therefore, under our 2003 Outside Directors
Stock Plan, as amended (“2003 Directors Plan”), each outside director is granted a 10-year option to
purchase up to 6,000 shares of Common Stock on the date such director is initially elected to the Board, and
receives on each re-election date an option to purchase up to another 2,400 shares of our Common Stock,
with the exercise price being the fair market value of the Common Stock preceding the option grant date.
No option granted under the 2003 Directors Plan is exercisable until after the expiration of six months from
the date the option is granted and no option shall be exercisable after the expiration of ten years from the
date the option is granted. As of December 31, 2016, options to purchase 157,200 shares of Common Stock
were outstanding under the 2003 Directors Plan, of which 145,200 were vested as of December 31, 2016.
As a member of the Board, each director may elect to receive either 65% or 100% of the director's fee in
shares of our Common Stock. The number of shares received by each director is calculated based on 75%
of the fair market value of the Common Stock determined on the business day immediately preceding the
date that the quarterly fee is due. The balance of each director’s fee, if any, is payable in cash. In 2016, the
fees earned by our outside directors totaled approximately $291,000. Reimbursements of expenses for
attending meetings of the Board are paid in cash at the time of the applicable Board meeting. As a
management director, Dr. Centofanti is not eligible to participate in the 2003 Directors Plan. As EVP of PF
Medical, Mr. Climaco is not eligible to participate in the 2003 Director plan.
As of December 31, 2016, we have issued 486,387 shares of our Common Stock in payment of director fees
since the inception of the 2003 Directors Plan.
In the event of a “change of control” (as defined in the 2003 Directors Plan), each outstanding stock option
and stock award shall immediately become exercisable in full notwithstanding the vesting or exercise
provisions contained in the stock option agreement.
103
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners
The table below sets forth information as to the shares of Common Stock beneficially owned as of
December 31, 2016, by each person known by us to be the beneficial owners of more than 5% of any class
of our voting securities.
Name of Beneficial Owner
Heartland Advisors, Inc. (2)
Title
Of Class
Common
Amount and
Nature of
Ownership
1,691,984
Percent
Of
Class (1)
14.5%
(1) The number of shares and the percentage of outstanding Common Stock shown as beneficially owned by
a person are based upon 11,681,349 shares of Common Stock outstanding on February 22, 2017, and the
number of shares of Common Stock which such person has the right to acquire beneficial ownership of
within 60 days. Beneficial ownership by our stockholders has been determined in accordance with the rules
promulgated under Section 13(d) of the Exchange Act.
(2) This information is based on the Schedule 13F of Heartland Advisors, Inc, an investment advisor, filed
with the Securities and Exchange Commission on January 31, 2017, disclosing that as of December 31,
2016, Heartland Advisors, Inc. had dispositive power over all of these shares but shared voting power over
1,530,377 of such shares and no voting power over 161,607 of the shares. The address of Heartland
Advisors, Inc. is 789 North Water Street, Milwaukee, WI 53202.
As of February 16, 2017, Capital Bank–Grawe Gruppe AG (“Capital Bank”), a banking institution regulated
by the banking regulations of Austria, holds of record as a nominee for, and as an agent of, certain
accredited investors, 1,304,606 shares of our Common Stock. None of Capital Bank's investors beneficially
own more than 4.9% of our Common Stock and to its best knowledge, as far as stocks held in accounts with
Capital Bank, none of Capital Bank’s investors act together as a group or otherwise act in concert for the
purpose of voting on matters subject to the vote of our stockholders or for purpose of disposition or
investment of such stock. Additionally, Capital Bank's investors maintain full voting and dispositive power
over the Common Stock beneficially owned by such investors, and Capital Bank has neither voting nor
investment power over such shares. Accordingly, Capital Bank believes that (i) it is not the beneficial
owner, as such term is defined in Rule 13d-3 of the Exchange Act, of the shares of Common Stock
registered in Capital Bank’s name because (a) Capital Bank holds the Common Stock as a nominee only, (b)
Capital Bank has neither voting nor investment power over such shares, and (c) Capital Bank has not
nominated or sought to nominate, and does not intend to nominate in the future, any person to serve as a
member of our Board; and (ii) it is not required to file reports under Section 16(a) of the Exchange Act or to
file either Schedule 13D or Schedule 13G in connection with the shares of our Common Stock registered in
the name of Capital Bank.
Notwithstanding the previous paragraph, if Capital Bank's representations to us described above are
incorrect or if Capital Bank's investors are acting as a group, then Capital Bank or a group of Capital Bank's
investors could be a beneficial owner of more than 5% of our voting securities. If Capital Bank was deemed
the beneficial owner of such shares, the following table sets forth information as to the shares of voting
securities that Capital Bank may be considered to beneficially own on February 16, 2017.
Name of
Record Owner
Capital Bank Grawe Gruppe
Title
Of Class
Common
Amount and
Nature of
Ownership
1,304,606(+)
Percent
Of
Class (*)
11.2%
(*) This calculation is based upon 11,681,349 shares of Common Stock outstanding on February 22, 2017,
plus the number of shares of Common Stock which Capital Bank, as agent for certain accredited investors
has the right to acquire within 60 days, which is none.
104
(+) This amount is the number of shares that Capital Bank has represented to us that it holds of record as
nominee for, and as an agent of, certain of its accredited investors. As of the date of this report, Capital
Bank has no warrants or options to acquire, as agent for certain investors, additional shares of our Common
Stocks. Although Capital Bank is the record holder of the shares of Common Stock described in this note,
Capital Bank has advised us that it does not believe it is a beneficial owner of the Common Stock or that it
is required to file reports under Section 16(a) or Section 13(d) of the Exchange Act. Because Capital Bank
(a) has advised us that it holds the Common Stock as a nominee only and that it does not exercise voting or
investment power over the Common Stock held in its name and that no one investor of Capital Bank for
which it holds our Common Stock holds more than 4.9% of our issued and outstanding Common Stock and
(b) has not nominated, and has not sought to nominate, and does not intend to nominate in the future, any
person to serve as a member of our Board, we do not believe that Capital Bank is our affiliate. Capital
Bank's address is Burgring 16, A-8010 Graz, Austria.
Security Ownership of Management
The following table sets forth information as to the shares of voting securities beneficially owned as of
February 22, 2017, by each of our directors and NEOs and by all of our directors and NEOs as a group.
Beneficial ownership has been determined in accordance with the rules promulgated under Section 13(d) of
the Exchange Act. A person is deemed to be a beneficial owner of any voting securities for which that
person has the right to acquire beneficial ownership within 60 days.
Name of Beneficial Owner (2)
Dr. Louis F. Centofanti (3)
John M. Climaco (4)
Robert Cochran (5)
Dr. Gary Kugler (6)
Joe R. Reeder (7)
Larry M. Shelton (8)
Mark A. Zwecker (9)
Ben Naccarato (10)
Mark Duff (11)
Directors and Executive Officers as a Group (9 persons)
Amount and Nature
of Beneficial Owner (1)
215,525
22,763
-
40,010
146,624
95,564
165,419
(3)
(4)
(5)
(6)
(7)
(8)
(9)
1,000
(10)
(11)
-
686,905 (12)
Percent of Class (1)
1.85%
*
*
*
1.25%
*
1.41%
*
*
5.84%
*Indicates beneficial ownership of less than one percent (1%).
(1) See footnote (1) of the table under “Security Ownership of Certain Beneficial Owners.”
(2) The business address of each person, for the purposes hereof, is c/o Perma-Fix Environmental Services,
Inc., 8302 Dunwoody Place, Suite 250, Atlanta, Georgia 30350.
(3) These shares include (i) 152,725 shares held of record by Dr. Centofanti, and (iii) 62,800 shares held by
Dr. Centofanti's wife. Dr. Centofanti has sole voting and investment power of these shares, except for the
shares held by Dr. Centofanti's wife, over which Dr. Centofanti shares voting and investment power. Dr.
Centofanti also owns 700 shares of PF Medical’s Common Stock.
(4) Mr. Climaco has sole voting and investment power over these shares which include: (i) 14,363 shares of
Common Stock held of record by Mr. Climaco, and (ii) options to purchase 8,400 shares, which are
immediately exercisable.
(5) Mr. Cochran does not beneficially own any of the Company’s shares.
105
(6) Dr. Kugler has sole voting and investment power over these shares which include: (i) 32,810 shares of
Common Stock held of record by Dr. Kugler, and (ii) options to purchase 7,200 shares, which are
immediately exercisable.
(7) Mr. Reeder has sole voting and investment power over these shares which include: (i) 122,624 shares of
Common Stock held of record by Mr. Reeder, and (ii) options to purchase 24,000 shares, which are
immediately exercisable.
(8) Mr. Shelton has sole voting and investment power over these shares which include: (i) 71,564 shares of
Common Stock held of record by Mr. Shelton, and (ii) options to purchase 24,000 shares, which are
immediately exercisable. Mr. Shelton also owns 750 shares of PF Medical’s Common Stock.
(9) Mr. Zwecker has sole voting and investment power over these shares which include: (i) 141,419 shares of
Common Stock held of record by Mr. Zwecker, and (ii) options to purchase 24,000 shares, which are
immediately exercisable.
(10) Mr. Naccarato has sole voting and investment power over these shares which include: 1,000 shares held
of record by Mr. Naccarato. Mr. Naccarato also owns 100 shares of PF Medical’s Common Stock.
(11) Mr. Duff does not beneficially own any of the Company’s shares.
(12)Amount includes 87,600 options, which are immediately exercisable to purchase 87,600 shares of
Common Stock.
Equity Compensation Plans
The following table sets forth information as of December 31, 2016, with respect to our equity
compensation plans.
Equity Compensation Plan
Number of securities to
be issued upon exercise
of outstanding options
warrants and rights
(a)
Weighted average
exercise price of
outstanding
options, warrants
and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)
(c)
247,200
—
247,200
$6.69
—
$6.69
260,413
—
260,413
Plan Category
Equity compensation plans
Approved by stockholders
Equity compensation plans not
Approved by stockholders
Total
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
We describe below transactions to which we were a party during our last two fiscal years or to which we
currently propose to be a party in the future, and in which:
•
•
the amounts involved exceeded or will exceed the lesser of $120,000 or one percent of the average
of our total assets at year end for the last two completed fiscal years; and
any of our directors, executive officers or beneficial owners of more than 5% of any class of our
voting securities, or any member of the immediate family of the foregoing persons, had or will have
a direct or indirect material interest.
106
Audit Committee Review
Our Audit Committee Charter provides for the review by the Audit Committee of any related party
transactions, other than transactions involving an employment relationship with the Company, which are
reviewed by the Compensation Committee. Although we do not have written policies for the review of
related party transactions, the Audit Committee reviews transactions between the Company and its directors,
executive officers, and their respective immediate family members. In reviewing a proposed transaction, the
Audit Committee takes into account, among other factors it deems appropriate:
(1) the extent of the related person’s interest in the transaction;
(2) whether the transaction is on terms generally available to an unaffiliated third-party under the
same or similar circumstances;
(3) the cost and benefit to the Company;
(4) the impact or potential impact on a director’s independence in the event the related party is a
director, an immediate family member of a director or an entity in which a director is a partner,
stockholder or executive officer;
(5) the availability of other sources for comparable products or services;
(6) the terms of the transaction; and
(7) the risks to the Company.
Related party transactions are reviewed by the Audit Committee prior to the consummation of the
transaction. With respect to a related party transaction arising between Audit Committee meetings, the CFO
may present it to the Audit Committee Chairperson, who will review and may approve the related party
transaction subject to ratification by the Audit Committee at the next scheduled meeting. Our Audit
Committee shall approve only those transactions that, in light of known circumstances are not inconsistent
with the Company’s best interests.
Related Party Transactions
Mr. David Centofanti
Mr. David Centofanti serves as our Vice President of Information Systems. For such position, he received
annual compensation of $168,000 for each of the years 2016 and 2015. Mr. David Centofanti is the son of
our CEO, President and a Board member, Dr. Louis F. Centofanti.
Mr. Robert L. Ferguson
Mr. Robert L. Ferguson serves as an advisor to the Company’s Board and is also a member of the
Supervisory Board of PF Medical, a majority-owned Polish subsidiary of the Company. Mr. Ferguson
previously served as a Board member of the Company from June 2007 to February 2010 and again from
August 2011 to September 2012. As an advisor to the Company’s Board, Mr. Ferguson is paid $4,000
monthly plus reasonable expenses. For such services, Mr. Ferguson received compensation of
approximately $59,000 and $58,000 for the years ended December 31, 2016 and 2015, respectively. On
August 2, 2013, the Company completed a lending transaction with Messrs. Robert Ferguson and William
Lampson (“collectively, the “Lenders”), whereby the Company borrowed from the Lenders the sum of
$3,000,000 (which was paid off by the Company in August 2016) pursuant to the terms of a Loan and
Security Purchase Agreement and promissory note (the “Loan”). As consideration for the Company
receiving the Loan, each Lender received 45,000 shares of the Company’s Common Stock. Additionally,
each Lender received a Warrant to purchase up to 35,000 shares of the Company’s Common Stock at an
exercise price of $2.23 per share. On August 2, 2016, each Lender exercised his Warrant for the purchase of
35,000 shares of our Common Stock, resulting in total proceeds paid to the Company of approximately
$156,000.
Mr. John Climaco
On June 2, 2015, Mr. Climaco, a current member of the Company’s Board, was elected as EVP of PF
Medical. As EVP of PF Medical, Mr. Climaco receives an annual salary of $150,000 and is not eligible to
receive compensation for serving on the Company’s Board.
Mr. Climaco previously had a consulting agreement with the Company effective September 2014 (approved
by the Board with Mr. Climaco abstaining) to perform certain consulting functions for the Company as
determined by the Board, including review of operating and accounting functions, strategic opportunity and
107
other initiatives, and the development of the Company’s medical isotope production technology. The
consulting agreement was terminated effective June 2, 2015 upon Mr. Climaco’s election as EVP of PF
Medical. Mr. Climaco was paid $22,000 per month under the consulting agreement and received
approximately $117,000 in 2015 for his services under the consulting agreement.
Mr. Climaco is also a Director of Digirad Corporation, a publicly held company the common stock of which
is listed on the Nasdaq (“Digirad”). On July 24, 2015, PF Medical and Digirad entered into a multi-year Tc-
99m Supplier Agreement (the “Supplier Agreement”) and a Series F Stock Subscription Agreement (the
“Subscription Agreement” and, together with the Supplier Agreement, the “Digirad Agreements”). The
Supplier Agreement became effective upon the completion of the Subscription Agreement. Pursuant to the
terms of the Digirad Agreements, Digirad purchased, in a private placement, 71,429 shares of PF Medical’s
restricted Series F Stock for an aggregate purchase price of $1,000,000. The 71,429 share investment made
by Digirad constituted approximately 5.4% of the outstanding common shares of PF Medical. The Supplier
Agreement provides, among other things, that upon PF Medical’s commercialization of certain Tc99m
generators, Digirad will purchase agreed upon quantities of Tc-99m for its nuclear imaging operations either
directly or in conjunction with its preferred nuclear pharmacy supplier and PF Medical will supply Digirad,
or its preferred nuclear pharmacy supplier, with Tc-99m at a preferred pricing, subject to certain conditions.
To date, PF Medical is still in the R&D stage of its commercialization efforts, and no amounts of Tc99m
have been sold to Digirad under the Supplier Agreement.
Board Independence
Our common stock is listed on the Nasdaq Capital Market. Rule 5605 of the Nasdaq Marketplace Rules
requires a majority of a listed company's board of directors to be comprised of independent directors. In
addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a
listed company's audit, compensation and nominating and corporate governance committees be independent
under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Audit committee members
must also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation
committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange
Act. Under Rule 5605(a)(2), a director will only qualify as an "independent director" if, in the opinion of
our board of directors, that person does not have a relationship that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. In order to be considered
independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not,
other than in his or her capacity as a member of the audit committee, the board of directors, or any other
board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the
listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of
its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board must consider,
for each member of a compensation committee of a listed company, all factors specifically relevant to
determining whether a director has a relationship to such company which is material to that director's ability
to be independent from management in connection with the duties of a compensation committee member,
including, but not limited to: the source of compensation of the director, including any consulting advisory
or other compensatory fee paid by such company to the director; and whether the director is affiliated with
the company or any of its subsidiaries or affiliates.
Our Board annually undertakes a review of the composition of our board of directors and its committees and
the independence of each director. Based upon information requested from and provided by each director
concerning his or her background, employment and affiliations, including family relationships, our board of
directors has determined that each of Messrs. Robert Cochran, Larry M. Shelton and Mark A. Zwecker, the
Honorable Joe R. Reeder and Dr. Gary Kugler is an "independent director" as defined under the Nasdaq
Marketplace Rules. Our board of directors has also determined that Mr. Mark A. Zwecker (Chairperson), Mr.
Larry M. Shelton, and Dr. Gary G. Kugler (together with Mr. Jack Lahav, who was a member of the Audit
Committee until October 27, 2016), who comprise our Audit Committee, and Dr. Gary G. Kugler
(Chairperson), Mr. Larry M. Shelton, and the Honorable Joe R. Reeder (together with Mr. Mark A. Zwecker,
who was a member of the Compensation Committee until October 27, 2016), satisfy the independence
standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable. In
making such determination, our board of directors considered the relationships that each such non-employee
108
director has with our company and all other facts and circumstances our board of directors deemed relevant in
determining independence, including the beneficial ownership of our capital stock by each non-employee
director.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table reflects the aggregate fees for the audit and other services provided by Grant Thornton
LLP, the Company’s independent registered public accounting firm, for fiscal years 2016 and 2015:
Fee Type
2016
2015
Audit Fees(1)
Tax Fees (2)
Total
$
350,000
366,000
173,000
$
523,000
136,000
502,000
(1) Audit fees consist of audit work performed in connection with the annual financial statements, the reviews of unaudited quarterly
financial statements, and work generally only the independent registered accounting firm can reasonably provide, such as consents
and review of regulatory documents filed with the Securities and Exchange Commissions.
(2) Fees for income tax planning, filing, and consulting.
The Audit Committee of the Company's Board has considered whether Grant Thornton’s provision of the
services described above for the fiscal years 2016 and 2015 was compatible with maintaining its
independence.
Engagement of the Independent Auditor
The Audit Committee approves in advance all engagements with the Company’s independent accounting
firm to perform audit or non-audit services for us. All services under the headings Audit Fees and Tax Fees
were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X
of the Exchange Act. The Audit Committee's pre-approval policy provides as follows:
•
•
•
The Audit Committee will review and pre-approve on an annual basis all audits, audit-related,
tax and other services, along with acceptable cost levels, to be performed by the independent
accounting firm and any member of the independent accounting firm’s alliance network of
firms, and may revise the pre-approved services during the period based on later determinations.
Pre-approved services
include: audits, quarterly reviews, regulatory filing
requirements, consultation on new accounting and disclosure standards, employee benefit plan
audits, reviews and reporting on management's internal controls and specified tax matters.
Any proposed service that is not pre-approved on the annual basis requires a specific pre-
approval by the Audit Committee, including cost level approval.
The Audit Committee may delegate pre-approval authority to one or more of the Audit
Committee members. The delegated member must report to the Audit Committee, at the next
Audit Committee meeting, any pre-approval decisions made.
typically
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
The following documents are filed as a part of this report:
(a)(1)
Consolidated Financial Statements
See Item 8 for the Index to Consolidated Financial Statements.
109
(a)(2)
Financial Statement Schedule
Schedules are not required, are not applicable or the information is set forth in the consolidated
financial statements or notes thereto.
(a)(3)
Exhibits
The Exhibits listed in the Exhibit Index are filed or incorporated by reference as a part of this
report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Perma-Fix Environmental Services, Inc.
By /s/ Dr. Louis F. Centofanti
Dr. Louis F. Centofanti
Chief Executive Officer, President and
Principal Executive Officer
By /s/ Ben Naccarato
Ben Naccarato
Chief Financial Officer and
Principal Financial Officer
Date March 24 , 2017
Date March 24 , 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in capacities and on the dates indicated.
By /s/ Dr. Louis F. Centofanti
Dr. Louis F. Centofanti, Director
Date March 24 , 2017
By /s/ John M. Climaco
John M. Climaco, Director
By /s/ Robert Cochran
Robert Cochran, Director
By /s/ Dr. Gary Kugler
Dr. Gary Kugler, Director
By /s/ Joe R. Reeder
Joe R. Reeder, Director
Date March 24 , 2017
Date March 24 , 2017
Date March 24 , 2017
Date March 24 , 2017
By /s/ Larry M. Shelton
Date March 24 , 2017
Larry M. Shelton, Chairman of the Board
By /s/ Mark A. Zwecker
Mark A. Zwecker, Director
Date March 24 , 2017
110
Exhibit
No.
3(i)
3(ii)
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
EXHIBIT INDEX
Description
Restated Certificate of Incorporation, as amended, of Perma-Fix Environmental Services,
Inc., as incorporated by reference from Exhibit 3(i) to the Company’s 2014 Form 10-K filed
on March 31, 2015.
Amended and Restated Bylaws, as amended effective July 28, 2016, of Perma-Fix
Environmental Services, Inc., as incorporated by reference from Exhibit 3(ii) to the
Company’s 8-K filed on August 1, 2016.
Specimen Common Stock Certificate as incorporated by reference from Exhibit 4.3 to the
Company's Registration Statement, No. 33-51874.
Rights Agreement dated as of May 2, 2008 between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent, as incorporated by reference from Exhibit 4.2
to the Company’s 2014 Form 10-K filed on March 31, 2015.
Letter Agreement dated September 29, 2008, between the Company and Continental Stock
Transfer & Trust Company to correct certain subparagraph numbering on the Rights
Agreement dated as of May 2, 2008 between the Company and Continental Stock Transfer
& Trust Company, as Rights Agent, as incorporated by reference from Exhibit 4.3 to the
Company’s 2014 Form 10-K filed on March 31, 2015.
Loan and Securities Purchase Agreement, dated August 2, 2013 between William N.
Lampson, Robert L. Ferguson, and Perma-Fix Environmental Services, Inc. as incorporated
by reference from Exhibit 4.4 to the Company Form 10-Q for quarter ended June 30, 2013,
filed on August 8, 2013.
Promissory Note dated August 2, 2013, between William N. Lampson, Robert L. Ferguson,
and Perma-Fix Environmental Services, Inc. as incorporated by reference from Exhibit 4.5
to the Company Form 10-Q for quarter ended June 30, 2013, filed on August 8, 2013.
Common Stock Purchase Warrant, dated August 2, 2013, for William N. Lampson, as
incorporated by reference from Exhibit 4.6 to the Company Form 10-Q for quarter ended
June 30, 2013, filed on August 8, 2013.
Common Stock Purchase Warrant, dated August 2, 2013, for Robert L. Ferguson, as
incorporated by reference from Exhibit 4.7 to the Company Form 10-Q for quarter ended
June 30, 2013, filed on August 8, 2013.
Amended and Restated Revolving Credit, Term Loan and Security Agreement between
Perma-Fix Environmental Services, Inc. and PNC Bank, National Association (as Lender
and as Agent), dated October 31, 2011.
First Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement, dated November 7, 2012, between the Company and PNC Bank, National
Association, as incorporated by reference from exhibit 4.1 to the Company’s Form 10-Q for
the quarter ended September 30, 2012, filed on November 8, 2012.
Second Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement and Waiver, dated May 9, 2013, between the Company and PNC Bank, National
Association, as incorporated by reference from Exhibit 4.1 to the Company’s Form 10-Q for
the quarter ended March 31, 2013, filed on May 10, 2013.
Third Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement between PNC Bank, National Association and Perma-Fix Environmental
Services, Inc., dated August 2, 2013, as incorporated by reference from Exhibit 4.1 to the
Company’s Form 10-Q for the quarter ended June 30, 2013, filed on August 8, 2013.
Third Amended, Restated and Substituted Revolving Credit Note between PNC Bank,
National Association and Perma-Fix Environmental Services, Inc., dated August 2, 2013,
as incorporated by reference from Exhibit 4.2 to the Company’s Form 10-Q for the quarter
ended June 30, 2013, filed on August 8, 2013.
Fourth Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement and Waiver between PNC Bank, National Association and Perma-Fix
Environmental Services, Inc., dated April 14, 2014, as incorporated by reference from
Exhibit 4.17 to the Company’s 2013 Form 10-K.
111
4.14
4.15
4.16
4.17
Fifth Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement between PNC Bank, National Association and Perma-Fix Environmental
Services, Inc., dated July 25, 2014, as incorporated by reference from Exhibit 4.1 to the
Company’s 8-K filed on July 31, 2014.
Sixth Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement between PNC Bank, National Association and Perma-Fix Environmental
Services, Inc., dated July 28, 2014, as incorporated by reference from Exhibit 4.2 to the
Company’s 8-K filed on July 31, 2014.
Subordination Agreement dated August 2, 2013 by and among William Lampson and
Robert Ferguson and PNC Bank, National Association, as incorporated by reference from
Exhibit 4.3 to the Company’s Form 10-Q for the quarter ended June 30, 2013, filed on
August 8, 2013.
Seventh Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement between PNC Bank, National Association and Perma-Fix Environmental
Services, Inc., dated March 24, 2016, as incorporated by reference from Exhibit 4.17 to the
Company’s 2015 Form 10-K filed on March 24, 2016.
4.20
10.2
10.4
4.19
10.3
10.1
4.18 Waiver Letter from PNC dated March 23, 2016 for non-compliance of financial covenant,
as incorporated by reference from Exhibit 4.8 to the Company’s Form 10-Q for the quarter
ended March 31, 2016, filed on May 23, 2016.
Eighth Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement between PNC Bank, National Association and Perma-Fix Environmental
Services, Inc., dated August 22, 2016, as incorporated by reference from Exhibit 4.9 to the
Company’s Form 10-Q for the quarter ended June 30, 2016 filed on August 22, 2016.
Ninth Amendment to Amended and Restated Revolving Credit, Term Loan and Security
Agreement between PNC Bank, National Association and Perma-Fix Environmental
Services, Inc., dated November 17, 2016, as incorporated by reference from Exhibit 4.10 to
the Company’s Form 10-Q for the quarter ended September 30, 2016 filed on November 18,
2016.
401(K) Profit Sharing Plan and Trust of the Company as incorporated by reference from
Exhibit 10.5 to the Company's Registration Statement, No. 33-51874.
2003 Outside Directors' Stock Plan of the Company, as incorporated by reference from
Exhibit 10.2 to the Company’s 2014 Form 10-K filed on March 31, 2015.
First Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from
Exhibit 10.3 to the Company’s 2014 Form 10-K filed on March 31, 2015.
Second Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference
from Appendix “A” to the Company’ 2012 Proxy Statement dated August 6, 2012.
Third Amendment to 2003 Outside Directors Stock Plan, as incorporated by reference from
Exhibit “B” to the Company’ 2014 Proxy Statement dated August 11, 2014.
Consent Decree, dated December 12, 2007, between United States of America and Perma-
Fix of Dayton, Inc., as incorporated by reference from Exhibit 10.7 to the Company’s 2014
Form 10-K filed on March 31, 2015.
2010 Stock Option Plan of the Company, as incorporated by reference from Exhibit 10.7 to
the Company’s 2015 Form 10-K filed on March 24, 2016.
Employment Agreement dated July 10, 2014 between Louis Centofanti, Chief Executive
Officer, and Perma-Fix Environmental Services, Inc., which is incorporated by reference
from Exhibit 10.1 to the Company’s Form 8-K filed on July 15, 2014.
Employment Agreement dated July 10, 2014 between John Lash, Chief Operating Officer,
and Perma-Fix Environmental Services, Inc., which is incorporated by reference from
Exhibit 10.2 to the Company’s Form 8-K filed on July 15, 2014.
Employment Agreement dated July 10, 2014 between Ben Naccarato, Chief Financial
Officer, and Perma-Fix Environmental Services, Inc., which is incorporated by reference
from Exhibit 10.3 to the Company’s Form 8-K filed on July 15, 2014.
Employment Agreement approved January 19, 2017, but effective June 11, 2016 between
Mark Duff, Executive Vice President/Chief Operating Officer, and Perma-Fix
Environmental Services, Inc., which is incorporated by reference from Exhibit 99.1 to the
Company’s Form 8-K filed on January 25, 2017.
10.6
10.5
10.7
10.8
10.9
10.10
10.11
112
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
21.1
23.1
31.1
31.2
32.1
32.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Incentive Stock Option Agreement between Perma-Fix Environmental Services, Inc. and
Mr. John Lash, as incorporated by reference from Exhibit 10.7 to the Company’s 8-K filed
on July 15, 2014.
2015 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2015,
as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on April
23, 2015.
2015 Incentive Compensation Plan for Chief Operating Officer, effective January 1, 2015,
as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on April
23, 2015.
2015 Incentive Compensation Plan for Chief Financial Officer, effective January 1, 2015, as
incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on April 23,
2015.
2016 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2016,
as incorporated by reference from Exhibit 99.1 to the Company’s Form 8-K filed on
February 10, 2016.
2016 Incentive Compensation Plan for Chief Operating Officer, effective January 1, 2016,
as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on
February 10, 2016.
2016 Incentive Compensation Plan for Chief Financial Officer, effective January 1, 2016, as
incorporated by reference from Exhibit 99.3 to the Company’s Form 8-K filed on February
10, 2016.
2017 Incentive Compensation Plan for Chief Executive Officer, effective January 1, 2017,
as incorporated by reference from Exhibit 99.2 to the Company’s Form 8-K filed on January
25, 2017.
2017 Incentive Compensation Plan for Executive Vice President/Chief Operating Officer,
effective January 1, 2017, as incorporated by reference from Exhibit 99.3 to the Company’s
Form 8-K filed on January 25, 2017.
2017 Incentive Compensation Plan for Chief Financial Officer, effective January 1, 2017, as
incorporated by reference from Exhibit 99.4 to the Company’s Form 8-K filed on January
25, 2017.
List of Subsidiaries
Consent of Grant Thornton, LLP
Certification by Dr. Louis F. Centofanti, Chief Executive Officer of the Company pursuant
to Rule 13a-14(a) or 15d-14(a).
Certification by Ben Naccarato, Chief Financial Officer and Chief Accounting Officer of
the Company pursuant to Rule 13a-14(a) or 15d-14(a).
Certification by Dr. Louis F. Centofanti, Chief Executive Officer of the Company furnished
pursuant to 18 U.S.C. Section 1350.
Certification by Ben Naccarato, Chief Financial Officer and Chief Accounting Officer of
the Company furnished pursuant to 18 U.S.C. Section 1350.
XBRL Instance Document*
XBRL Taxonomy Extension Schema Document*
XBRL Taxonomy Extension Calculation Linkbase Document*
XBRL Taxonomy Extension Definition Linkbase Document*
XBRL Taxonomy Extension Labels Linkbase Document*
XBRL Taxonomy Extension Presentation Linkbase Document*
*Pursuant to Rule 406T of Regulation S-T, the Interactive Data File in Exhibit 101 hereto are deemed not
filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of
1933, as amended, are deemed not filed for purpose of Section 18 of the Securities Exchange Act of 1934, as
amended, and otherwise are not subject to liability under those sections.
113
EXHIBIT 31.1
CERTIFICATIONS
I, Louis F. Centofanti, certify that:
1.
I have reviewed this annual report on Form 10-K of Perma-Fix Environmental Services, Inc.;
2.
3.
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
to be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of the
internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date:
March 24, 2017
/s/ Louis F. Centofanti
Louis F. Centofanti
Chief Executive Officer, President
and Principal Executive Officer
EXHIBIT 31.2
CERTIFICATIONS
I, Ben Naccarato, certify that:
1.
I have reviewed this annual report on Form 10-K of Perma-Fix Environmental Services, Inc.;
2.
3.
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a)
b)
c)
d)
Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting
that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation
of the internal control over financial reporting, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal control over financial reporting.
Date:
March 24, 2017
/s/ Ben Naccarato
Ben Naccarato
Chief Financial Officer and
Principal Financial Officer
(This page intentionally left blank.)
(This page intentionally left blank.)
(This page intentionally left blank.)
BOARD OF DIRECTORS
Dr. Louis F. Centofanti
President, and
Chief Executive Officer
(Director since 1991)(4)
John M. Climaco
Director(5)(6)
Executive Vice President of
Perma-Fix Medical S.A.
(Director since October 2013)
Stanley Robert Cochran
Director(1)(2)(5)
President and Chief Executive
Officer of CTG, LLC
(Director since January 2017)
Dr. Gary Kugler
Director(1)(2)(3)(4)
Former Senior Vice President of
Atomic Energy of Canada Limited
(Director since September 2013)
Joe R. Reeder
Director(2)(3)(5)
Shareholder of
Greenburg Traurig, LLP,
Former Army Undersecretary
(Director since 2003)
Larry M. Shelton
Chairman of the Board(3)(5)
Chief Financial Officer of
S K Hart Management
(Director since 2006)
Mark A. Zwecker
Director(1)(5)
Chief Financial Officer of JCI US Inc.
(Director since 1991)
(1) Member of Audit Committee
(2) Member of Nominating and Corporate
Governance Committee
(3) Member of Compensation and Stock
Option Committee
(4) Member of Research and Development
Committee
(5) Member of Strategic Advisory
Committee
(6) Mr. Climaco is not standing for re-election
as a member of the Board at the 2017
Annual Meeting of Shareholders but
would remain a member of the Board
until such Annual Meeting.
CORPORATE INFORMATION
Executive Offices
8302 Dunwoody Place, Suite 250
Atlanta, Georgia 30350
Telephone: 770-587-9898
Fax: 770-587-9937
Independent Registered
Public Accounting Firm
Grant Thornton LLP
1100 Peachtree Street NE #1200
Atlanta, Georgia 30309
Stock Listing
The common stock of Perma-Fix
Environmental Services, Inc. is
listed on Nasdaq where it is traded
under the ticker symbol PESI.
Transfer Agent and Registrar
Continental Stock Transfer &
Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004-1561
MANAGEMENT TEAM
Dr. Louis F. Centofanti
President and
Chief Executive Officer
Ben Naccarato
Vice President and
Chief Financial Officer
Mark Duff
Executive Vice President and
Chief Operating Officer
Stockholder Inquiries
Inquiries concerning stockholder
records should be addressed to
the Transfer Agent listed to the
left. Comments or questions
concerning the operations of the
Company should be addressed
to the Secretary, Perma-Fix
Environmental Services, Inc.,
8302 Dunwoody Place, Suite 250,
Atlanta, Georgia 30350.
Included within this Annual Report is a list briefly describing all exhibits listed in the Company’s Form 10-K. We will furnish any exhibit to a
shareholder upon receipt of a written request and payment of a specified reasonable fee, which fee shall be limited to the registrant’s reasonable
expenses in furnishing such exhibit. Each request must set forth a good-faith representation that, as of the record date for the solicitation of
proxies, the person making the request was a beneficial owner of securities of the Company entitled to vote.
The Company defines EBITDA as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before research
and development costs related to the Medical Isotope project, impairment charges on tangible and intangible assets and write-off of prepaid fees
resulting from tangible asset impairment loss (where applicable). Both EBITDA and adjusted EBITDA are not measures of performance calculated in
accordance with accounting standards generally accepted in the United States of America (“U.S. GAAP”), and should not be considered in isolation of,
or as a substitute for, earnings as an indicator of operating performance or cash flows from operating activities as a measure of liquidity. The Company
believes the presentation of EBITDA and adjusted EBITDA is relevant and useful by enhancing the readers’ ability to understand the Company’s
operating performance. The Company’s management utilizes EBITDA and adjusted EBITDA as a means to measure performance. The Company’s
meas urements of EBITDA and adjusted EBITDA may not be comparable to similar titled measures reported by other companies. The table below rec-
onciles EBITDA and adjusted EBITDA, both non-GAAP measures, to GAAP numbers for (loss) income from continuing operations for the period noted.
(In thousands)
(Loss) income from continuing operations
Adjustments:
Depreciation and amortization
Interest income
Interest expense
Interest expense—financing fees
Income tax expense (benefit)
EBITDA
Research and development costs related to medical isotope project
Impairment loss on tangible assets
Impairment loss on intangible assets
Write-off of prepaid fees resulting from impairment loss on tangible asset
First Quarter
2016
Fourth Quarter
2016
Fiscal Year
2016
First Quarter
2017
$(3,846)
$ 218
$(13,263)
$ (675)
884
(16)
168
57
36
(2,717)
438
—
—
—
1,179
(32)
112
8
99
1,584
294
—
—
—
4,165
(110)
489
108
(2,994)
(11,605)
1,489
1,816
8,288
587
1,155
(35)
100
9
81
635
200
—
—
—
Adjusted EBITDA
$(2,279)
$1,878
$ 575
$ 835
Certain statements contained in the Shareholders’ letter, which have been added to this Annual Report on Form 10-K, may be deemed additional
forward-looking statements. All estimates, projections, and other statements generally identifiable by the use of the words “believe,” “expect,”
“intend,” “anticipate,” “plans to” and similar expressions (except statements of historical facts) contained therein are forward-looking statements,
including but not limited to, expect significant improvement in 2017 for both our Treatment and Services Segment; improving our win ratio; expect
increased sales in 2017; identify new areas for cost savings; closure of our M&EC facility by January 2018; estimated $4 to $5 million saving in fixed
costs annually; and Company is well positioned moving forward. See “Special Note Regarding Forward-Looking Statements” contained in the Form 10-K
that is part of the Annual Report for discussion of factors which could cause future outcomes to differ materially from those described herein.
The Shareholders’ letter should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” included in the Form 10-K contained within this 2016 Annual Report.
m
o
c
.
s
r
o
n
n
o
c
-
n
a
r
r
u
c
.
w
w
w
/
.
c
n
I
,
s
r
o
n
n
o
C
&
n
a
r
r
u
C
y
b
n
g
i
s
e
D
t
r
o
p
e
R
l
a
u
n
n
A
CORPORATE INFORMATION
A Nuclear Services and Waste Management Company
8302 Dunwoody Place, Suite 250 / Atlanta, Georgia 30350
P 770-587-9898 / F 770-587-9937
w w w . p e r m a - f i x . c o m